Companies Act 2013

Companies Act, 2013 1
COMPANIES ACT, 2013
ARRANGEMENT OF SECTIONS
Section
CHAPTER I PRELIMINARY
1. Short title and commencement

2. Interpretation
3. Corporate relationships
4. Prohibition
CHAPTER II - FORMATION AND OPERATION OF COMPANIES
PART I - FORMALITIES OF INCORPORATION
Sub-Part 1 - INCORPORATION OF COMPANIES
5. Right to form a company

6. Capacity of individual for company.
7. Types of company
8. Private company
9. Consequences of default in complying with conditions
constituting a private company
10. Public companies
11. Unlimited company to have share capital
12. Company limited by guarantee
Sub-Part 2 - MEMORANDUM OF ASSOCIATION
13. Requirements with respect to the memorandum of a

Company
14. Form of memorandum
Sub-Part 3 - NAME OF A COMPANY
15. Name as stated in the memorandum

16. Prohibited and restricted names
17. Change of name of a company
18. Reservation of name
Sub-Part 4 - ARTICLES OF ASSOCIATION
19. Articles for the regulating of companies

20. Form and content of articles
Sub-Part 5 - REGISTRATION OF COMPANIES
21. Documents of incorporation

22. Registration
23. Effect of registration
Sub-Part 6 - CAPACITIES AND POWERS OF COMPANIES
24. Power of companies

25. Effect of ultra virus acts
26. Effect of reliance on restrictions in the memorandum
27. Effect of memorandum and articles
28. Member’s right to copy of memorandum etc.
Sub-Part 7 - ALTERATION OF MEMORANDUM AND ARTICLE
29. Copies of memorandum issued to embody alterations

30. Restriction on alteration of memorandum
31. Alteration of memorandum
32. Mode of alteration of business or objects
33. Power to alter provisions in the memorandum in certain
cases
34. Alterations of articles
35. Limitation of liability to contribute to share capital if
memorandum etc. altered
PART II - RE-REGISTRATION OF COMPANIES
36. Re-registration of private company to public

37. Re-registration of company limited by shares as unlimited
38. Re-registration of unlimited as limited by shares
39. Re-registration of public company as private
PART III - PROMOTERS
40. Persons promoting a company

41. Duties and liabilities of a promoter
PART IV ACTS BY OR ON BEHALF OF THE COMPANY
Sub-Part 1- EXERCISE OF COMPANY’S POWER
42. Division of powers between general meeting and board of

directors
43. Delegation to committees and managing directors
Sub-Part 2 - LIABILITY FOR ACTS OF THE COMPANY
44. Acts of general meeting, board of directors or of managing

directors
45. Acts of officers or agents
46. When provision exempting, etc. officer from liability to the
company is void
Sub-Part 3 - CONSTRUCTIVE NOTICE OF REGISTERED DOCUMENTS
47. Abolition of constructive notice of registered documents

48. Presumptions of regularity
49. Liability of company not affected by fraud or forgery of
officer.
Sub-Part 4 - COMPANY’S CONTRACTS
50. Form of contracts

51. Pre-incorporation contracts
52. Bills of exchange and promissory note
53. Common seal of the company
54. Official seal for use abroad
Sub-Part 5 - AUTHENTICATION AND SERVICE OF DOCUMENTS
55. Powers of attorney

56. Authentication of documents
57. Service of documents on companies
PART V MEMBERSHIP OF THE COMPANY
Sub-Part 1 – PRELIMINARY
58. Definition of member

59. Capacity to be a member
60. Right of member to attend meetings and vote
61. Personating of member
Sub-Part 2 - REGISTER OF MEMBERS
62. Register of members

63. Location of register
64. Index of members to be kept
65. Entry of trust prohibited
66. Inspection of register and index
67. Consequences of failure by agent’s default to keep register

68. Power to close register
69. Power of court to rectify register
70. Register to be evidence
Sub-Part 3 - LIABILITY OF MEMBERS
71. Liability of members

72. Liability for company debts where membership is below
legal minimum
Sub-Part 4 - DISCLOSURE OF BENEFICIAL INTEREST IN SHARES
73. Power of company to require disclosure

74. Obligation of disclosure by substantial shareholder in public
company
75. Person ceasing to be a substantial shareholder to notify
company
76. Register of interest in shares
77. Registration of interests to be disclosed
CHAPTER III SHARE CAPITAL SHARES AND DEBENTURES
PART I - SHARE CAPITAL
Sub-Part 1 - MINIMUM SHARE CAPITAL
78. Authorised minimum share capital
Sub-Part 2 - ALTERATION OF SHARE CAPITAL
79. Alteration of share capital by consolidation, etc.

80. Notice required when notice and stock consolidated etc.
81. Increase of share capital and notice of increase
82. Increase of paid up capital on interest of shares
Sub-Part 3 - REDUCTION OF SHARE CAPITAL
83. Power for unlimited company to provide reserve share

capital on re registration
84. Restriction on reduction of issued share capital
85. Special resolution for reduction of share capital
86. Application to court for order of confirmation
87. Court order confirm reduction
88. Registration of order and minutes of reduction
89. Liability of members on reduced share
90. Penalty for concealing name of creditors, etc.
Sub-Part 4 - MISCELLANEOUS MATTERS RELATING TO CAPITAL
91. Duty of directors on serious loss of capital

92. Power to pay interest out of capital in certain cases
PART II SHARES
Sub-Part 1 - NATURE OF SHARES
93. Rights and liabilities attached to shares

94. Shares as transferable property
95. Prohibition of non-voting and weighted shares
Sub-Part 2 - ISSUE OF SHARES
96. Power of companies to issue shares

97. Issue of classes of shares
98. Issue with rights attached
99. Issue of shares at a premium
100. Issue of shares at a discount
101. Issue of redeemable preference shares
102. Validation of improperly issued shares
Sub-Part 3 - ALLOTMENT OF SHARES
103. Authority to allot shares

104. Method of application and allotment
105. Allotment as acceptance of contract
106. Payment on allotment
107. Effect of irregular allotment
108. Returns as to allotment
Sub-Part 4 - COMMISSIONS AND DISCOUNT
109. Prohibition of payment of commissions, discount out of

shares and capital
110. Power to pay commission in certain cases
111. Statement in balance sheet as to commission
Sub-Part 5 - CALL ON AND PAYMENT FOR SHARES
112. Call on shares

113. Reverse liability of company having share capital
114. Payment of shares
115. Meaning of payment in cash
116. Payment other than in cash
117. Power to pay different amount on shares
Sub-Part 6 - LIEN AND FORFEITURE OF SHARES
118. Lien on shares

119. Forfeiture of shares
Sub-Part 7 - CLASSES OF SHARES
120. Power to vary right

121. Application for cancellation or variation
122. Rights of a preference share to more than one vote
123. Construction of class rights
Sub-Part 8 - NUMBERING OF SHARES
124. Shares to be numbered
Sub-Part 9 - SHARE CERTIFICATES
125. Issue of share certificate

126. Effect of share certificate
127. Probate, etc. as evidence of grant
128. Abolition of share warrant
Sub-Part 10 - CONVERSION OF SHARES INTO STOCK
129. Conversion of shares into stock

130. Transfer of shares
131. Entering register of transfers
132. Notice of refusal to register
133. Transfer by personal representative
134. Transmission of shares
135. Protection of beneficiaries
136. Certification of transfer
Sub-Part 11 - TRANSACTIONS OF COMPANY IN RESPECT OF

ITS OWN SHARES
137. Redemption of redeemable preference shares

138. Prohibition of financial assistance by company for
acquisition of its shares
139. Special restriction for public companies.
140. Relaxation of section 138 for private companies.
141. Statutory declaration under section 138.
142. Special resolution under section 138.
143. Time for giving financial assistance under section 138.
144. Acquisition by a company of its own shares
145. Conditions for purchase by a company of its own shares

146. Limit on number of shares acquired
147. Enforceability of contract to acquire shares
148. Re-issued of shares acquired
149. Acquisition of shares of holding company
PART III DEBENTURES
Sub-Part 1 – PRELIMINARY
150. Interpretation of this Part

151. Application of this Part
Sub-Part 2 - TRUSTEES
152. Conflicts of issue

153. List of debenture holders
154. Evidence of compliance
155. Contents of evidence
156. Further evidence
157. Evidence relating to conditions
158. Certificate of compliance
159. Notice of default
160. Redemption of debenture
161. Duty of care of trustee
162. Reliance on statement
163. No exculpation from duty of care
164. Right of trustees
Sub-Part 3 -TRUST DEEDS
165. Need for trust deed

166. Kind of debenture
167. Cover of trust deed
168. Exception
169. Content of trust deed
Sub-Part 4 - CREATION OF DEBENTURE AND DEBENTURE STOCK
170. Power to borrow money, to charge property and issue

debenture
171. Documents of title to debentures or certificate of debenture
stock
172. Effect of statement in debenture
173. Enforcement of contracts relating to debenture
Sub-Part 5 - TYPES OF DEBENTURES
174. Perpetual debentures

175. Convertible debentures
176. Secured or naked debentures
177. Redeemable debentures
178. Power to reissue redeemed debentures in certain
cases
179. Meeting of debenture holders
Sub-Part 6 - REALISATION OF SECURITY
180. Equity realisation
Sub-Part 7 - FIXED AND FLOATING CHARGES
181. Meaning of “floating” and “fixed” charges

182. Priority of fixed over floating charge
183. Powers of the court
184. Advertisement of appointment of receivers and managers
185. Preferential payment to debenture holders in certain
cases
Sub-Part 8 - REGISTRATION OF CHARGES
186. Registration with Registrar

187. Contents of charge statement
188. Certified copy of instrument
189. Later charges
190. Effect on enactments
191. Fluctuating charges
192. Charge on acquisition of property
193. Duty to register
194. Register of charges
195. Endorsement on debentures
196. Satisfaction and payment
197. Rectification of error
198. Retention of copy
199. Inspection of copies
200. Registration of receiver
201. Foreign companies
CHAPTER IV MEETINGS AND PROCEEDINGS OF COMPANY
PART I - TYPES OF MEETINGS
Sub-Part 1 - STATUTORY MEETING
202. Statutory meeting

203. No compliance and penalty
Sub-Part 2 - GENERAL MEETING
204. Annual general meeting

205. Businesses transacted at annual general meeting
Sub-Part 3 - EXTRAORDINARY GENERAL MEETING
206. Extraordinary general meeting

207. Place of meeting
Sub-Part 4 - NOTICE OF MEETINGS
208. Length of notice of calling meetings

209. Content of notice
210. Persons entitled to notice
211. Service of notice
212. Failure to give notice
213. Additional notice
214. Power of court to order meetings
Sub-Part 5 - VOTING
215. Procedure of voting

216. Right to demand poll
217. Voting on a poll
218. Right of attendance at general meeting
219. Attendance at meeting
220. Objections as to qualification
221. Proxies
222. Corporation representation at meeting of companies, etc.
223. Quorum
Sub-Part 6- RESOLUTION
224. Resolutions
225. Written resolution
226. Circulation of members’ resolution
227. Resolutions requiring special notice
228. Registration and copies of certain resolutions
229. Effect of resolutions passed at adjourned meetings
Sub-Part 7 - MISCELLANEOUS MATTER RELATING TO MEETINGS

AND PROCEDURES
230. Adjournment
231. Powers and duties of the chairman of the general
meeting
232. Minutes of proceedings and effects
233. Inspection of minute books and copies
234. Class meetings
CHAPTER V - DIRECTORS AND SECRETARY OF THE

COMPANY
235. Directors
236. Number of directors
237. Secretary
238. Acts of secretary
239. Acts done by person in dual capacity
240. Validity of acts of directors
241. Appointment of directors
242. Disqualification to director
243. Directors share qualifications
244. Termination of office of director
245. Removal of directors
246. Right to notice
247. Alternative directors
248. Cumulative voting
249. Restraining fraudulent persons from managing companies
250. Resident of director
251. Executive directors
252. Appointment of managing director
253. Remuneration
254. Restrictions for issuing of loans by company
255. Permitted loans
256. Payments to directors for loss office or on transfer of the
company’s undertaking
257. Payments to directors in connection with takeover bids
258. Supplemental provisions to sections 81 and 82
259. Indemnifying directors
260. For derivative action
261. Right to indemnity
262. Insurance of directors
263. Court approval of indemnity
264. Register of directors and secretaries
265. Directors’ meetings and organizational matter
266. Notice and waiver

267. Telephone participation
268. Establishment of committees
269. Election of chairperson
270. Effect of directors’ resolution
271. Dissenting to resolution
272. Minutes of directors’ meetings
273. Restricted powers of directors
274. Bye-law powers
275. Duty of care
276. Conflicts of duty and interest and prohibitions of secret
profit.
277. Consent of company
278. Interests in contracts
279. Interest declaration
280. Avoidance of nullity
281. Setting aside contracts
282. Designation of offices
283. Directors’ borrowing powers
284. Liability for breach of duty
285. Liability for share issue
286. Liability for other acts
287. Contribution for judgment
288. Enforcement of contract
289. Recovery by action
290. Defence to liability
291. Duties of director in connection with sales or purchases of
the company’s securities
292. Prohibition of assignment of office
293. Substantial property transactions involving directors, etc.
CHAPTER VI - PROTECTION OF MINORITY AGAINST

ILLEGAL AND OPRESSIVE CONDUCT
PART I - ACTION BY OR AGAINST THE COMPANY
294. Definitions
295. Only company may sue for wrong or ratify irregular conduct
296. Protection of minority: injunction and declaration in certain
cases
297. Personal and representative action
298. Derivative actions
300. No security for cost
301. Power of court to restrain oppression
302. Staying action
303. Interim cost
304. Rectification of records

305. Application
PART II - INVESTIGATION OF COMPANIES AND THEIR AFFAIRS
306. Investigation of a company on its own application or that of

its members
307. Other investigation of company
308. Inspector’s power during investigation
309. Production of documents and evidence to inspectors
310. Power of inspector to call for director’s bank accounts
311. Obstruction of inspector to be treated as contempt of court
312. Inspectors report
313. Power to bring civil proceedings on company’s behalf
314. Criminal proceedings and other proceedings by the
Attorney General of The Gambia
315. Power of the Registrar to present winding-up petition
316. Expenses of investigation
317. Inspector’s report to be used as evidence in legal
proceedings
318 Appointment, etc. of inspectors to investigate ownership of
a company
319. Provisions applicable to investigations
320. Power to require information as to persons interested in
shares, etc
321. Power to impose restriction on shares
322. Savings for legal practitioners and bankers
CHAPTER VII - FINANCIAL STATEMENTS AND AUDIT
PART I - FINANCIAL STATEMENTS
Sub-Part 1 - ACCOUNTING RECORDS
323. Companies to keep accounting records

324. Place and duration of records
325. Penalties for non-compliance with sections 323 and 324
326. Directors’ duty to prepare annual accounts
Sub-Part 2 - DIRECTORS’ REPORTS
334. Directors’ report
Sub-Part 3 - PROCEDURE ON COMPLETION OF FINANCIAL STATEMENT
335. Signing of balance sheet and documents

336. Persons entitled to receive financial statement as of right

337. Directors duty to lay and deliver financial statement
338. Penalty for non compliance with section 322
339. Default order in case of non-compliance
340. Penalty for laying or delivering defective financial statement
341. Shareholders right to obtain copies of financial statements
Sub-Part 4 - MODIFIED FINANCIAL STATEMENTS
342. Entitlement to deliver financial statements in modified form

Sixth Schedule
343. Qualification of a small company
344. Modified individual financial statements
345. Modified financial statements of holding company. Seventh
schedule
Sub-Part 5 - PUBLICATION OF FINANCIAL STATEMENT
346. Publication by a company of full individual or group financial

statements
347. Publication of abridged financial statements
Sub-Part 6 - SUPPLEMENTARY
348. Power to alter accounting requirements
PART II - AUDIT
349. Appointment of auditors

350. Qualification of auditors
351. Auditors’ report
352. Auditors’ duties and powers
353. Remuneration of auditors
354. Removal of auditors
355. Auditors’ right to attend company’s meeting
356. Supplementary provisions relating to auditors
357. Registration of auditors
358. Right of resigning auditor to requisition company meeting
359. Powers of auditors in relation to subsidiaries
360. Liability of auditors for negligence
361. False statements to auditors
CHAPTER VII - ANNUAL RETURNS
362. Annual return by company limited by shares or guarantee

363. Annual return by company having shares other than small
company, Eight Schedule
364. Annual return by small company, Ninth Schedule

365. Annual return by company limited by guarantee, Tenth
Schedule
366. Time for completion of annual return
367. Documents to be annexed to annual return
368. Certificates by private company and small company in
annual return
369. Exception in certain cases of unlimited companies and
small
370. Penalty for non-compliance with section 362 to 368
CHAPTER IX - DIVIDENDS AND PROFITS
371. Declaration of dividends and payment of interim dividend

372. Distributable profits
373. Restriction on declaration and payment of dividends
374. Unclaimed dividends
375. Reserve and capitalisation
376. Employees’ shares and profit sharing
377. Right of the shareholders to sue for dividends
378. Liability for paying dividend out of capital
CHAPTER X - WINDING UP
PART I - RECEIVERS AND RECEIVER MANAGERS
379. Disqualified receivers

380. Functions of receivers
381. Functions of receiver managers
382. Directors’ power stopped
383. Duty under court direction
384. Duty under instrument
385. Duty of care
386. Directions by court
387. Duties of receivers
388. Liability of receiver
389. Notice of receivership
390. Floating charges priorities
391. Statement of affairs
392. Content of statement
PART II - MODE AND CONTRIBUTORIES
393. Modes of winding up

395. Saving
396. Definition of contributory
397. Nature of liability of contributory

398. Contributories in case of death of member
399. Contributories in case of bankruptcy of member
PART III - WINDING UP BY THE COURT
Sub-Part 1 - WINDING UP PETITIONS AND ORDERS
400. Circumstances in which company may be wound up by

court
401. Definition of liability to pay debts
402. Petition for winding up
403. Powers of court on hearing petition
404. Power to stay or restrain proceeding against company
405. Avoidance of disposition of property after commencement
of winding up
406. Avoidance of attachments
407. Commencement of winding by the court
408. Copy of order to be forwarded to Registrar
409. Actions stayed on winding up order
410. Effect on winding up order
Sub-Part 2 - OFFICIAL RECEIVER
411. Statement of company’s affair

412. Report by official receiver
455. Statutory declaration of solvency in case of proposal of
winding up voluntarily
Sub-Part 3 - PROVISIONS APPLICABLE ONLY TO MEMBERS VOLUNTARY

WINDING UP
456. Power of company to appoint and fix remuneration of

liquidators
457. Power to fill vacancy in office of liquidator
458. Power of liquidator to accept shares as consideration for
sale of property of company
459. Duty of liquidator to call creditors’ meeting in case of
insolvency
460. Duty of liquidator to call general meeting at end of each
year
461. Final meeting and dissolution
462. Alternative provisions as to annual and final meetings in
case of insolvency
Sub-Part 4 - PROVISIONS APPLICABLE TO CREDITORS VOLUNTARY

WINDING UP
463. Meeting of creditors

464. Appointment of liquidator
465. Appointment of committee of inspection
466. Fixing of liquidators’ remuneration and cesser of directors’
powers
468. Application of section 458 to a creditors’ winding up
469. Duty of liquidator to call meetings of company and of
creditors at end of each year.
Sub-Part 5 - PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING

UP
471. Distribution of property of company

472. Powers and duties of liquidator in voluntary winding up
473. Power of court to appoint and remove liquidator in voluntary
winding up
474. Notice by liquidator of his or her appointment
475. Arrangement when binding on creditors
476. Power to apply to court to have questions determined or
powers exercised
477. Cost of voluntary winding up
478. Saving for rights of creditors and contributories
479. Penalty for offence committed under this chapter
PART V - PROVISIONS APPLICABLE TO EVERY MODE OF

WINDING UP
Sub-Part 1 - PROOF AND RANKING OF CLAIMS
480. Debts of all descriptions to be proved

481. Preferential payment
Sub-Part 2 - EFFECT OF WINDING UP ON ANTECEDENT

AND OTHER TRANSACTION
482. Fraudulent preference

483. Liabilities and right of certain fraudulently preferred persons
484. Effect of floating charge
485. Disclaimer of onerous property
486. Definitions applicable to sections 487 and 488
487. Restriction of rights of creditor as to execution or
attachment
488. Duties of Sheriff as to goods taken in execution
Sub-Part 3 - OFFENCES
489. Offences by officers of companies by liquidation

490. Penalty for falsification of books
491. Frauds by officers of companies which have gone into
liquidation
492. Liability were proper account not kept
493. Fraudulent trading
494. Power of court to assess damages against delinquent
directors
495. Prosecution of delinquent officers and members of a
company
Sub-Part 4 - SUPPLEMENTARY PROVISIONS AS TO WINDING UP
496. Disqualification for appointment as liquidators

497. Notification that a company is in liquidation
498. Failure to comply with section 497
499. Exemption of certain documents from stamp duty on
winding up of companies
500. Books of company to be evidence
501. Disposal of books and papers of companies
502. Information as to pending liquidations
503 Unclaimed assets
Sub-Part 5 - SUPPLEMENTARY POWERS OF COURT
504. Meeting to ascertain wishes of creditors or contributories

505. Affidavits
Sub-Part 6 - PROVISIONS AS TO DISSOLUTIONS
506. Power of court to declare dissolution of company void

507. Registrar may strike defunct company off register
508. Outstanding assets of defunct company to vest in Official
Receiver
509. Disposal of moneys
510. Penalty for offences committed under this chapter
Sub-Part 7 - RULES
511. Rules of court for the winding-up of companies, etc.

PART VI - WINDING UP OF UNREGISTERED

COMPANIES
512. Unregistered companies

513. Winding up of unregistered companies
514. Contributories in winding up of unregistered company
515. Power of court to stay or restrain proceedings
516. Effect of earlier references
517. Outstanding assets of defunct unregistered company
CHAPTER X - DEALING IN COMPANY SECURITY
PART I - PROSPECTUS
Sub-Part 1- Preliminary
518. Definitions
519. Application of chapter
Sub-Part 2 - PROSPECTUS REQUIREMENT
520. Prohibition against public issue of shares and debentures

521. Contents of prospectus
522. Professional names
523. No waivers
524. Certain notice required
525. Responsibility for certificate
526. Evidence
Sub-Part 3 - REGISTRATION OF PROSPECTUS AND LIABILITY FOR

CLAIMS
527. Registration of prospectus

528. Prospectus resumed
529. Expert’s consent
530. liability on prospectus
Sub-Part 4 - SUBSCRIPTION LIST AND MINIMUM SUBSCRIPTION
531. Subscription lists

532. Minimum subscription
533. Escrow of subscription money
Sub-Part 5 - REMEDIAL ACTION
534. Rescission of contracts

535. Time limit on allotment
Sub-Part 6 - STATEMENT IN LIEU OF PROSPECTUS
536. Restriction of allotment

537. Statement in lieu of prospectus
538. Refusal of registration of statement in lieu of prospectus
PART II - AMALGAMATIONS, REORGANISATION

AND TAKEOVERS OF COMPANIES
Sub-Part 1 - AMALGAMATIONS
539. Amalgamation
540. Agreement for amalgamation
541. Approval by shareholders
542. Vertical short form amalgamation
543. Horizontal short-form amalgamation
544. Articles of amalgamation
545. Certificate of amalgamation
Sub-Part 2 - DISSENTERS RIGHTS AND OBLIGATIONS
546. Dissent by shareholder

547. Demand for payment
548. Suspension of rights
549. Offer to pay for share
550. Application to court
551. Joined parties
552. Court powers
553. Interest
554. Recourse of dissenting shareholder
555. Prohibition of payment
Sub-Part 3 - RE-ORGANISATION AND ARRANGEMENTS
556. Re-organisation
557. Arrangements
Sub-Part 4 - TAKEOVER BIDS
558. Definitions
559. Offer or rights
560. Notice to dissenting shareholders
561. Adverse claims
562. Delivery of certificates
563. Payment for shares
564. Money in trust

565. Duty of offered company
567. Joined parties
568 Powers and order of court
569. Additional orders
PART III - INSIDER TRADING
570. “Insider” defined

571. Presumed insider
572. Liability of insider
573. Time limit on action
CHAPTER XI - COMPANIES WITHOUT SHARE CAPITAL

AND FOREIGN COMPANIES
PART I - COMPANIES WITHOUT

SHARE CAPITAL
574. Application of chapter

575. Member defined
576. Incorporation
577. Form of memorandum and articles of association
578. Directors ex-officio
579. “Incorporated” or “inc” etc
580. Members unlimited
581. Admission to membership
582. Voting by members
583. Transfer of members
584. By-laws
585. Dissolution and distribution
PART II - FOREIGN COMPANIES
586. Interpretation of sections 588 to 595

587. Application of sections 588 to 587
588. Documents, etc, to be delivered to Registrar by companies
carrying on business in The Gambia
589. Power of foreign companies to hold lands
590. Return to be delivered to Registrar by foreign companies
where documents, & c.., altered
591. Accounts of foreign companies
592. Obligations to state name of foreign company, whether
limited and country were incorporated
593. Service on foreign companies
594. Foreign companies ceasing to have place of business in

The Gambia
595. Penalties
CHAPTER XII - MISCELLANEOUS
PART I - APPLICATION OF THIS ACT
596. Application of this Act

597. Act to override memorandum articles, etc.
598. Application of Act to companies under former
enactment
PART II - ADMINISTRATION
599. Registered and head office of company

600. Publication of name by company
601. Form of register, etc.
602. Fees and Inspection, etc, of documents kept by the
Registrar Seventeenth Schedule.
603. Service of notice on company
604. Rules as to notice by letter
605. Authentication of notices of company
PART III - LEGAL PROCEEDINGS
606. General penalty

607. Recovery of penalties
608. Application of penalty
609. Evidence of proceedings at meetings
610. Provisions as to costs in actions brought by certain limited
companies
611. Declaration in action against members
612. Power of companies to refer matters to arbitration
613. Provisions of arbitration Act cap.9 to apply
614. Defence with respect to prospectuses
615. Order to comply
616. Civil remedies unaffected
617. Powers of court to grant relief in certain cases
PART IV - GENERAL
618. Regulations
619. Repeal
COMPANIES ACT, 2013
AN ACT to revise the law relating to incorporation,

management and dissolution companies and for
connected matters.
[ ]
ENACTED by the President and the National

Assembly.
CHAPTER I - PRELIMINARY
1. Short title
(1) This Act may be cited as the Companies Act,

2013.
(2) This Act shall come into operation on such date

as the Minister may, by Order published in the
Gazette, appoint.
2. Interpretation
In this Act, unless the context otherwise requires-
“accounts” includes a company’s group accounts,

whether prepared in the form of accounts or not;
“affairs”, in relation to a company or other body

corporate, means the relationship among the
company or body corporate, its affiliates and the
shareholders, directors and officers, but does not
include a business carried on by the company or
other body corporate;
“agent” does not include a legal practitioner acting

as counsel for a person;
“affiliate” means an affiliated company or affiliated

body corporate within the meaning of section 3(1) of
this Act;
“articles” means the articles of association of a

company, as originally framed or as altered by
special resolution, and includes, so far as they
apply, the regulations contained in Table A in the
First Schedule to this Act;
“associate”, when used to indicate a relationship

with a person, means-
(a) a company or body corporate in which that

person beneficially owns or controls,
directly or indirectly, shares or debentures
convertible into shares, that carry more
than twenty per cent of the voting rights-
(i) under all circumstances,
(ii) by reason of the occurrence of an

event that has occurred and is
continuing, or
(iii) by reason of a currently exercisable

option or right to purchase those
shares or those convertible deben-
tures;
(b) a partner of that person acting on behalf of

the partnership;
(c) a trust or estate in which that person has a

substantial beneficial interest or in respect
of which he or she serves as a trustee or in
a similar capacity; or
(d) a relative of that person if that relative has

the same residence as that person;
“auditor” includes a partnership of auditors;
“beneficial interest” or “beneficial ownership”

includes ownership through a trustee, legal
representative, agent or other intermediary;
“body corporate” includes a company wherever or

however incorporated, other than a corporation
sole;
“book and paper” and “book or paper” include

accounts, deeds, writings, and documents;
“circulating capital” means a portion of the sub-

scribed capital of a company intended to be used by
being temporarily parted with and circulated in
business, in the form of money, goods and other
assets, and which, or the proceeds of which, are
intended to return to the company with an
increment, and are intended to be used again and
again, and to always return with some accretion;
“company” means a body corporate that is incor-

porated or continued under this Act;
“contributory”-
(a) means every person liable to contribute to

the assets of a company in the event of its
being wound up; and
(b) for the purposes of all proceedings for

determining, and all proceedings prior to
the final determination of, the persons who
are deemed to be a contributories,
includes any person alleged to be a
contributory;
“Court” means the High Court of The Gambia;
“corporate instrument” includes a statute, letters

patent, memorandum of association, articles of
association, certificate of incorporation, certificate of
continuance or other instrument by which a body
corporate is incorporated or continued or that
governs or regulates the affairs of a body cor-
rporate;
“debenture” means a written acknowledgement of

indebtedness by a company, setting out the terms
and conditions of the indebtedness, and includes

debenture stock and a bond or other instrument
evidencing an obligation or guarantee, whether
secured or not;
“director” includes a person occupying the position

of director by whatever name called, and includes
any person in accordance with whose directions or
instructions the directors of the company are
accustomed to act;
“dividend” means a proportion of the distributed

profits of a company which may be-
(a) a fixed annual percentage, as in the case

of preference shares; or
(b) variable according to the prosperity or

other circumstances of the company, as in
the case of equity shares;
“document” includes summons, notice, order and

other legal process, and a register;
“equity share” means a share, other than a prefe-

rence share, and “equity share capital” shall be
construed accordingly;
“fixed capital” means that capital which a company

retains in the form of assets-
(a) on which the subscribed capital or other

sum has been expended; and
(b) which, either themselves produce in-come,

independent of any further action by the
company, or being retained by the
company, are made use of to produce
income or gain profits;
“former Act” means the repealed Companies Act;
“goods” means moveable property that are tangible,

including crops, livestock, minerals that have been
extracted in any form, whether solid, liquid or
gaseous but does not include financial property;
“legal practitioner” has the meaning given to it by

the Legal Practitioners Act;
[Cap 7 :01]
“legal representative” in relation to a company,

shareholder, debenture holder or other person,
means a person who stands in place of and rep-
resents the company, shareholder, debenture
holder or other person, and includes a trustee,
executor, administrator, assignee or receiver of the
company, shareholder, debenture holder or other
person;
“member” includes the heir, executor, administrator

or other personal representative, as the case may
be, of the member;
“memorandum” means the memorandum of asso-

ciation of a company as originally framed or as
altered in pursuance of an enactment;
“Minister” means the Minister responsible for Legal

affairs;
“non-cash asset” means any property or interest in

property, other than cash and, for this purpose,
cash includes foreign currency;
“officer”, in relation to a body corporate, means-
(a) the chairperson, deputy chairperson,

president or vice-president of the board of
directors;
(b) the managing director, general manager,

comptroller, secretary or treasurer; or
(c) any other person who performs for the

body corporate functions similar to those
normally performed by the holder of an
office specified in paragraph (a) or (b) and
who is appointed by the board of directors
to perform those functions;
“official receiver” means the officer by whatever

name called or known charged with control of affairs
in bankruptcy;
“ordinary resolution” means a resolution passed by

a majority of the votes cast by the shareholders who
voted in respect of that resolution;
“personal representative”, where customary law is

applicable, includes a successor appointed in res-
pect of a deceased contributory;
“preference share” means a share, by whatever

name designated, which does not entitle its holder
to any right to participate beyond a specified
amount in any distribution whether by way of
dividend or on redemption, in a winding-up, or
otherwise;
“prospectus” means any prospectus, notice, cir-

cular, advertisement, or other invitation, offering to
the public for subscription or purchase any shares
or debentures of a company and includes any
document which, except to the extent that it offers
securities for a consideration other than cash, is a
prospectus;
“record” includes a register, book or other record

that is required to be kept by a company or other
body corporate;
“redeemable share” means a share issued by a

company which the company-
(a) can purchase or redeem on demand of

the company; or
(b) is required by its articles of association to

purchase or redeem at a specific time or
on demand of a shareholder;
“Registrar” means the Registrar of Companies;

“securities” include shares, debentures, debenture

stocks, bonds, notes, other than promissory notes
and units under a unit trust scheme;
“security interest” means an interest in or charge on

the property of a company, by way of mortgage,
bond, lien, pledge or other means, that is created or
taken to secure the payment of an obligation of the
company;
“share” means an interest in a company’s share

capital of a member who is entitled to a share in the
capital or income of the company, and, except
where a distinction between stocks and shares is
expressed or implied, includes stock;
“shareholder”, in relation to a company, includes-
(a) a member of a company described in Part

V of Chapter II of this Act;
(b) the personal representative of a deceased

shareholder;
(c) the official trustee under the Insolvency

Act;
[cap. 94.06]
(d) a person in whose favour a transfer of

shares has been executed but whose
name has not been entered in the register
of members, or, if two or more transfers of
those shares have been executed, the
person in whose favour the most recent
transfer has been made;
“special resolution” means a resolution of which at

least twenty-one days’ notice is given which is-
(a) passed by a majority of not less than

seventy-five per cent of the votes cast by
the shareholders who voted in respect of
the resolution; or
(b) signed by all the shareholders entitled to

vote on the resolution;
“stock exchange” means a market where shares or

bonds are traded;
“Single Window Registry” means the Single Window

Registry established under the Business
Registration Act, 2013;
“unregistered company” includes any partnership,

association or company , other than -
(a) a company or an existing company

registered under this Act; and
(b) a partnership, association or company

which consists of less than eight mem-
bers and is not a foreign partnership,
association or company.
3. Corporate relationships
(1) For the purposes of this Act-
(a) one body corporate is affiliated with an-

other body corporate if one of them is the
subsidiary of the other, or both are
subsidiaries of the same body corporate,
or each of them is controlled by the same
person;
(b) if two bodies corporate are affiliated with

the same body corporate at the same time,
they are affiliated with each other;
(c) a body corporate is controlled by a person

if any shares of the body corporate
carrying voting rights sufficient to elect a
majority of the directors of the body
corporate are, except by way of security
only, held, directly or indirectly, by or on
behalf of that person;
(d) a body corporate is the holding body

corporate of another body corporate if that
other body corporate is its subsidiary;
(e) a body corporate is the subsidiary of

another body corporate if it is controlled by
that other body corporate;
(f) a share or debenture of a body corporate

is part of a distribution to the public, when,
in respect of the share or debenture-
(i) there has been, under the laws of The

Gambia or any other jurisdiction, a
filing of a prospectus, statement in lieu
of prospectus, registration statement,
stock ex-change take-over bid circular
or similar instrument, or
(ii) the share or debenture is listed for

trading on a stock exchange,
(g) a share or debenture of a body corporate

is deemed to be part of a distribution to the
public where the share or debenture has
been issued and a filing referred to in
paragraph (f)(i) would be required if the
share or debenture were being issued
currently;
(h) the shares or debentures of a company

that are issued, on a conversion of other
shares or debentures of a company, or in
exchange for any other share or deben-
ture, is part of a distribution to the public if
any of those other shares or debentures
were part of a distribution to the public;
(i) a statement is included in a prospectus or

in a statement in lieu of a prospectus if it is
included in a report or memorandum
appearing on the face of it or it is
incorporated in it by reference or issued
with it;
(j) a statement included in a prospectus or a

statement in lieu of a prospectus is
deemed to be untrue if it is misleading in
the form and context in which it is
included;
(k) a reference to an offer or offering of shares

or debentures for subscription or purchase
is deemed to include an offer of shares or
debentures by way of barter or otherwise;
(l) a reference to holders of shares is a refe-

rence to persons who are share-holders in
respect of the shares, and a reference to
holding shares shall be construed
accordingly; and
(m) shares shall be considered as having been

issued if a person is a shareholder in
respect of them.
(2) Sub-section (1) of this section does not require

that an offer or invitation be treated as being-
(a) made to the public if the offer or invitation

can properly be regarded, in all the
circumstances, as not being calculated to
result, directly or indirectly, in the shares or
debentures becoming available for
subscription or purchase by persons, other
than those receiving the offer or invitation;
or
(b) a domestic concern of the persons mak-

ing and receiving the offer or invitation.
(3) A provision in the articles of association of a

company that prohibits invitations to the public to
subscribe for shares or debentures does not pro-
hibit the making of an invitation to the share-
holders, debenture holders or employees of the
company.
4. Prohibition
(1) A company, an association, a partnership,

society or any other group consisting of more than
twenty persons shall not be formed for the purpose
of carrying on a trade or business for gain unless it
is incorporated under this Act or formed under some
other enactment.
(2) This section does not apply to –
(a) a co-operative society registered under the

provisions of any enactment in force in The
Gambia; or
(b) a partnership for the purpose of carrying on

practice –
(i) as legal practitioners by persons, each

of whom is a legal practitioner, or
(ii) as accountants by persons, each of

whom is entitled by law to practise as
an accountant.
(3) If at any time the number of members of a

company, association, partnership, society or other
group exceeds twenty in contravention of this
section and it carries on business for more than
fourteen days while the contravention continues,
every person who is a member of the company,
association, partnership, society group, during the
time that it is so carries on business after those
fourteen days, commits an offence and is liable on
conviction to a fine of ten thousand dalasis and to a
further fine of one hundred dalasis for every day
during which the default continues.
CHAPTER II - FORMATION AND OPERATION OF

COMPANIES
PART I - FORMATION OF COMPANY
SUB-PART 1- INCORPORATION AND TYPES OF

COMPANIES
5. Right to form a company
As from the commencement of this Act, any two or

more persons may form and incorporate a company
by complying with the requirements of this Act in
respect of registration of the company.
6. Capacity of individual to form company
(1) Subject to sub-section (2) of this section, an

individual shall not join in the formation of a
company under this Act if –
(a) he or she is under the age of eighteen

years;
(b) he or she is of unsound mind and has

been so certified by a medical practitioner
in The Gambia or elsewhere;
(c) he or she is an undischarged bankrupt; or
(d) he or she is disqualified under this Act

from being a director of a company.
(2) A person is not disqualified under sub-section

(1)(a), if two other persons not disqualified under
that sub-section have subscribed to the memo-
randum.
(3) A body corporate in liquidation shall not join in

the formation of a company under this Act.
7. Types of companies
(1) An incorporated company may be a

company –
(a) having the liability of its members limited

by the memorandum to the amount, if any,
unpaid on the shares respectively held by
them (in this Act referred to as “a company
limited by shares”);
(b) having the liability of its members limited

by the memorandum to such amount as
the members may, respectively, under-
take to contribute to the assets of the
company in the event of its being wound
up (in this Act referred to as “a company
limited by guarantee”); or
(c) not having any limitation on the liability of

its members (in this Act referred to as “an

unlimited company”).
(2) A company of any of the types specified in sub-

section (1)of this section may either be a private
company or a public company.
8. Private company
(1) A private company is a company which is

stated in its memorandum to be a private company.
(2) A private company shall by its articles restrict

the transfer of its shares.
(3) The total number of members of a private com-

pany shall not exceed fifty, excluding persons who-
(a) are bona fide in the employment of the

company; or
(b) were while in that employment, and have

continued after the determination of that
employment to be,
members of the company.
(4) Where two or more persons hold one or more

shares in a company jointly, they shall for the
purpose of sub-section (3), be treated as a single
member.
(5) A private company shall not, unless authorized

by law, invite the public to –
(a) subscribe for any shares or debentures of

the company; or
(b) deposit money for fixed periods or pay-able

at call, whether or not bearing inte-rest.
9. Consequences of default in complying with

conditions constituting a private company
(1) Subject to sub-section (2) of this section,

where default is made in complying with any of the

provisions of section 8 in respect of a private
company, the company shall cease to be entitled to
the privileges and exemptions conferred on private
companies by or under this Act and this Act shall
apply to the company as if it were not a private
company.
(2) If a Court, on the application of the company or

any other interested person, is satisfied that the
failure to comply with the provisions of section 8 of
this Act was accidental or due to inadvertence or to
some other sufficient cause, or that on other
grounds it is just and equitable to grant relief, the
court may, on such terms and conditions as may
seem to it to be just and expedient, order that the
company be relieved from the consequences
mentioned in sub-section (1) of this section.
10. Public company
A company, other than a private company, is a

public company and its memorandum shall state
that it is a public company.
11. Unlimited company to have share capital
(1) As from the commencement of this Act, an

unlimited company shall be registered with a share
capital.
(2) Where an existing unlimited company is not

registered with a share capital, it shall, not later than
the appointed day, alter its memorandum so that it
becomes an unlimited company having share
capital not below the minimum share capital
permitted under section 78.
12. Company limited by guarantee
(1) Where a company is to be formed for promoting

commerce, art, science, religion, sports, culture,
education, research, charity or other similar objects,
and the income and property of the company are to
be applied solely towards the promotion of its
objects and no portion of the income or property is
to be paid or transferred directly or indirectly to the

members of the company except as permitted by
this Act, the company shall be registered as a
company limited by guarantee.
(2) As from the commencement of this Act, a com-

pany limited by guarantee shall not be registered
with a share capital.
(3) An existing company limited by guarantee and

having a share capital shall, not later than the
appointed day, alter its memorandum so that it
becomes a company limited by guarantee and not
having a share capital.
(4) A provision in the memorandum or articles or in

any resolution of a company limited by guarantee
purporting to-
(a) give a person a right to participate in the

divisible profits of the company otherwise
than as a member; or
(b) divide the company’s undertaking into

shares of interests,
is void.
(5) A company limited by guarantee shall not be

incorporated with the object of carrying on business
for the purpose of making profits for distribution to
members.
(6) If a company limited by guarantee carries on

business for the purpose of distributing profits-
(a) all officers and members of the company

who are aware that it is so carrying on
business are jointly and severally liable for
the payment and discharge of all the debts
and liabilities of the company incurred in
carrying on the business; and
(b) the company, and every officer and

member referred to in paragraph (a),
commits an offence and is liable on
conviction to a fine of twenty thousand

dalasis and to a further fine not exceeding
five hundred dalasis for every day during
which it carries on the business.
(7) The total liability of the members of a company

limited by guarantee to contribute to the assets of
the company in the event of its being wound up
shall not at any time be less than ten thousand
dalasis.
(8) Subject to compliance with sub-section (7), the

articles of association of a company limited by
guarantee may provide that members can retire or
be excluded from membership of the company.
(9) If, in breach of sub-section (7), the total liability

of the members of any company limited by
guarantee is at any time less than ten thousand
dalasis, every director and member of the company
who is aware of the breach commits an offence and
is liable on conviction to a fine of ten thousand
dalasis and to a further fine fifty dalasis for every
day during which the default continues.
(10) If, on the winding-up of a company limited by

guarantee, there remains after the discharge of all
its debts and liabilities any property of the company,
the property shall not be distributed among the
members but shall be-
(a) transferred to some other company limited

by guarantee having objects similar to the
objects of the company; or
(b) applied to some charitable object and

such other company or charity shall be
determined by the members prior to the
dissolution of the company.
SUB - PART II - MEMORANDUM OF ASSOCIATION
. 13. Requirements with respect to the memo-

randum of a company
(1) The memorandum of a company shall state-

(a) the name of the company;
(b) that the registered office of the company

shall be situated in The Gambia;
(c) the restriction, if any, on the powers of the

company;
(d) that the company is a private or public

company, as the case may be; and
(e) that the liability of its members is limited by

shares or by guarantee or is unlimited, as
the case may be.
(2) Unless the company’s memorandum

specifically restricts the objects of the company, its
objects are unrestricted.
(3) If the company has a share capital –
(a) the memorandum shall also state the

amount of authorized share capital with
which the company proposes to be
registered, and the division of the share
capital into shares of a fixed amount;
(b) the subscribers of the memorandum

shall take among themselves a total
number of shares of a value of not less
than twenty-five per cent of the authorized
share capital; and
(c) each subscriber shall write opposite to his

or her name the number of shares he or
she has taken.
(4) A subscriber of the memorandum who holds the

whole or any part of the shares subscribed by him
or her in trust for any other person shall disclose in
the memorandum that fact and the name of the
beneficiary.
(5) The memorandum of a company limited by

guarantee shall also state that-
(a) the income and property of the company

shall be applied solely towards the
promotion of its objects, and that no
portion of the income or property is to be
paid or transferred directly or indirectly to
the members of the company except as
permitted by or under this Act; and
(b) each member undertakes to contribute to

the assets of the company if it is wound up
while he or she is a member or within one
year after he or she ceases to be a
member, a payment of-
(i) the debts and liabilities of the com-

pany, and
(ii) the costs of winding up,
(iii) such amount as may be required not

exceeding a specified amount and
the total of which shall not be less
than ten thousand dalasis.
(6) The memorandum shall be signed by each

subscriber in the presence of at least one witness
who shall attest the signature.
14. Form of memorandum
Subject to the provisions of section 13, the form of a

memorandum of association of-
(a) a company limited by shares;
(b) a company limited by guarantee; and
(c) an unlimited company,
may be as specified in Tables B, C and D,

respectively, in the First Schedule to this Act, or as
near that form as possible.
SUB- PART – III - NAME OF COMPANY
15. Name as stated in the memorandum
(1) The name of a private company limited by

shares shall end with the word “Limited”.
(2) The name of a public company limited by shares

shall end with the words “Public Limited Company”.
(3) The name of the company limited by guarantee

shall end with the words “(Limited by Guarantee)” in
brackets.
(4) The name of an unlimited company shall end

with the word “unlimited”.
(5) A company may use the abbreviations “Ltd”’

“PLC” and “Ultd” for the words “Limited”, “Public
Limited Company” “(Limited by Guarantee)” and
“Unlimited” respectively, in the name of the
company.
16. Prohibited and restricted names
(1) A company shall not be registered under this

Act by a name which -
(a) is identical with that by which a company in

existence is already registered, or so nearly
resembles that name as to be calculated to
deceive, except where the company in
existence is in the course of being
dissolved and signifies its consent in such
manner as the Registrar requires;
(b) contains the words “Chambers of Com-

merce” unless it is a company limited by
guarantee;
(c) in the opinion of the Registrar is capable of

misleading as to the nature or extent of its
activities or is undesirable, offensive or
otherwise contrary to public policy; or
(d) in the opinion of the Registrar would

violate any existing trade mark or business
name registered in The Gambia, unless

the consent of the owner of the trade mark
or business name has been obtained.
(2) Except with the consent of the Registrar, a

company shall not be registered by a name which-
(a) includes the word “National”, “State”’

“Government”, “The Gambia”, or any word
which in the opinion of the Regis-trar
suggests, or is calculated to suggest, that
it enjoys the patronage of the Government
of The Gambia or any Department of
Government;
(b) contains the word “Municipal”, or

“Chartered” or in the opinion of the
Registrar suggests, or is calculated to
suggest, connection with any municipality
or other local authority;
(c) contains the word “Co-operative” or the

words “Building Society”; or
(d) contains the word “Group” or “Holding”.
17. Change of name of a company
(1) If a company, through inadvertence or

otherwise, on its first registration or on its
registration by a new name, is registered under a
name identical with that by which a company in
existence is previously registered, or so nearly
resembling it as to be likely to deceive, the first-
mentioned company may, with the approval of the
Registrar, change its name.
(2) If the Registrar directs the change of a name

within six months of a company being registered
under a name under sub-section (1) of this section,
the company concerned shall change its name
within a period of six weeks from the date of the
direction or such longer period as the Registrar may
allow.
(3) A company which makes default in complying

with a direction under sub-section (2) of this section
commits an offence and is liable on conviction to a
fine of twenty-five dalasis for every day during
which the default continues.
(4) A company may, by special resolution and with

the approval of the Registrar signified in writing,
change its name.
(5) An approval is not required where the only

change in the name of a company is the substi-
tution of the words “Public Limited Company” for the
word “Limited” or vice versa on the conversion of a
private company into a public company or a public
company into a private company in accordance with
the provisions of this Act.
(6) Nothing in this Act precludes the Registrar from

requiring a company to change its name if it is
discovered that the name conflicts with an existing
trade mark or business name registered in The
Gambia prior to the registration of the company and
the consent of the owner of the trade mark or
business name was not obtained.
(7) Where a company changes its name, the

Registrar shall enter the new name on the register
in place of the former name, and issue a certificate
of incorporation altered to meet the circumstances
of the case.
(8) The change of name does not affect any right or

obligation of the company, or render defective any
legal proceedings by or against the company, and
any legal proceedings that could have been
continued or commenced against it or by it in its
former name may be continued or commenced
against or by it in its new name.
(9) The Registrar shall publish in the Gazette an

alteration made in the name of a company under
this section.
(10) A certificate or publication in the Gazette under

this section is evidence of the alteration to which it
relates.
18. Reservation of name
(1) A name reservation shall be made in

accordance with the Single Window business
Registration Act, 2013.
SUB-PART IV- ARTICLES OF ASSOCIATION
19. Articles for the regulating of companies
A company applying for registration shall deliver, to

the Registrar, with its memorandum of association,
the articles of association signed by the subscribers
to the memorandum of association, and prescribing
the regulations for the company.
20. Form and content of articles
(1) The form and contents of the articles of a public

company having a share capital, a private company
having a share capital, a company limited by
guarantee and an unlimited company may be as in
Parts I, II, III and IV, respectively, of Table A in the
First Schedule, with such additions, omissions or
alteration as may be required in the circumstances.
(2) In the case of a company limited by gua-

rantee, the articles shall state the number of
members with which the company proposes to be
registered for the purpose of enabling the Registrar
to determine the fees payable on registration.
(3) The article shall be –
(a) divided into paragraphs numbered

consecutively; and
(b) signed by each subscriber of the

memorandum.
SUB – PART V REGISTRATION OF COMPANIES
21. Documents of incorporation
(1) As from the commencement of this Act, a

company shall be formed in the manner set out in

this section.
(2) There shall be delivered to the Registrar –
(a) the memorandum and articles complying

with the provision of this Part; and
(b) the notice of the address, not being a

postal box or private mail bag, of the
registered office of the company and the
head office, if different from the regis-
tered office;
(c) the consent of the persons who are to be

the first directors of the company;
(e) any other document required by the

Registrar to satisfy the requirements of
any law relating to the formation of a
company.
22. Registration
(1) The Registrar shall register the memorandum

and articles, unless –
(a) they do not comply with the provisions of

this Act;
(b) the business which the company is to

carry on, or the objects, if stated, for
which it is formed, or any of them, are
illegal;
(c) any of the subscribers to the memoran-

dum is incompetent or disqualified in
accordance with section 6 of this Act; or
(d) the proposed name conflicts with an

existing company, trade mark or
business name registered in The
Gambia.
(2) A person, aggrieved by the decision of the

Registrar under sub-section (1), may give notice to
the Registrar requiring him or her to apply to the

court for directions, and the Registrar shall, within
twenty-one days of the receipt of the notice, apply
to the court for the directions.
(3) The Registrar may, in order to satisfy himself or

herself as provided in sub-section (1) (c) of this
section, by instrument in writing, require a person
subscribing to the memorandum to make and lodge
with the Registrar, a statutory declaration to the
effect that he or she is not disqualified under section
6 of this Act from joining in forming a company.
(4) Steps to be taken under this Act to incorporate a

company shall not include any invitation to
subscribe for shares or otherwise however on the
basis of a prospectus.
(5) The Registrar shall, on registering the

memorandum and articles, certify under the seal of
his or her office–
(a) that the company is incorporated;
(b) in the case of a limited company, that the

liability of the members is limited by shares
or by guarantee;
(c) in the case of an unlimited company, that

the liability of the members is unlimited;
and
(d) in the case of an unlimited company, that

the liability of the members is unlimited;
and
(e) that the company is a private or a public

company, as the case may be.
23. Effect of registration
As from the date of incorporation mentioned in the

certificate of incorporation, the subscribers of the
memorandum, together with such other persons as
may, from time to time, become members of the
company, shall be a body corporate by the name
contained in the memorandum-
(a) capable of exercising all the powers and

functions of an incorporated company,
including the power to hold land, and
(b) having perpetual succession and a

common seal,
but with such liability on the part of the members to

contribute to the company in the event of its being
wound up as is mentioned in this Act.
SUB-PART VI - CAPACITY AND POWERS OF COMPA-

NIES
24. Powers of companies
Except to the extent that the company’s

memorandum or any enactment otherwise provides,
a company has, for the furtherance of its authorized
business or objects, all the powers of a natural
person of full capacity.
25. Effect of ultra vires acts
(1) A company shall not, where its objects are

restricted, carry on any business not authorized by
its memorandum and shall not exceed the powers
conferred on it by its memorandum or this Act.
(2) A breach of sub-section (1) of this section may

be asserted in any proceedings under sections 294
to 305 of this Act or under sub-section (4) of this
section.
(3) Notwithstanding the provisions of sub-section

(1) of this section, an act of a company and a
conveyance or transfer of property to or by a
company is not invalid because the act, conveyance
or transfer was not done or made for the
furtherance of any of the authorized business of the
company or that the company was otherwise
exceeding its objects or powers.
(4) On the application of -
(a) a member of the company; or
(b) the holder of a debenture secured by a

floating charge over all or any of the
company’s property or by the trustee of the
holders of a debentures,
the court may prohibit, by injunction, the doing of an

act or the conveyance or transfer of property in
breach of sub-section (1) of this section.
(5) If the transactions sought to be prohibited in any

proceeding under sub-section (4) of this section are
being, or are to be performed or made pursuant to a
contract to which the company is a party, the court
may-
(a) if it deems it equitable and if all the

parties to the contract are parties to the
proceedings, set aside and prohibit the
performance of the contract; and
(b) to the company or to the other parties to

the contract compensation for any loss or
damage sustained by them by reason of
the setting aside or prohibition of the
performance of the contract, but
compensation shall not be allowed for loss
of anticipated profits to be derived from the
performance of the contract.
26. Effect of reliance on restrictions in the

memorandum
(1) Where there is provision in the memorandum

restricting the powers and capacity of the company
to carry on its authorized business or object, the
restriction may be relied on and have effect only for
the purpose of proceedings-
(a) against the company by a director or

member of the company, or, where the
company has issued debentures secured
by a floating charge over all or any of the
company’s property, by the holder of any of

the debentures or the trustee for the
holders of the debentures;
(b) by the company or a member of the com-

pany against the present or former officer
of the company for failure to observe the
restriction;
(c) by the Registrar or a member of the com-

pany to wind up the company;
(d) for the purpose of restraining the com-pany

or other person from acting in breach of the
memorandum or directing the company or
person to comply with the memorandum.
(2) A person shall not, in proceedings referred to in

sub-section (1)a, (b) or (c), of this section, rely on a
restriction of the power or capacity of the company
contained in the memorandum in any case where
he or she voted in favour of, or otherwise expressly
or by conduct agreed to the doing of an act by the
company or the conveyance by or to, the company
of property which, it is alleged in the proceedings,
was or would be contrary to the restriction.
27. Effect of memorandum and articles
(1) Subject to the provisions of this Act, the

memorandum and articles, when registered, shall
have the effect of a contract under seal between the
company and its members and officers and
between the members and officers themselves by
which they agree to observe and perform the
provisions of the memorandum and articles, as
altered, from time to time, in so far as they relate to
the company, members, or officers.
(2) Any money payable by a member to the

company under the memorandum or articles is a
debt due from him or her to the company and is of
the nature of a specialty debt.
(3) Where the memorandum or articles empower a

person to appoint or remove a director or other
officer of the company, the power is enforceable by

that person, notwithstanding that he or she is not a
member or officer of the company.
(4) In an action by a member or an officer to

enforce an obligation owed under the memorandum
or articles to him or her and any other member or
officer, the member or officer may, if any other
member or officer is affected by the alleged breach
of the obligation, with his or her consent, sue in a
representative capacity on behalf of himself or
herself and all other members or officers who may
be affected, other than as defendants, and the
provisions of Chapter V of this Act shall apply.
28. Member’s right to copies of memorandum

etc
(1) A company shall, on being so required by a
member, send to him or her a copy of the
memorandum and of the articles, if any, and a copy
of any enactment which alters the memorandum,
subject to payment, of such sum as shall be
prescribed.
(2) If a company makes default in complying with

this section, the company and every officer of the
company who is in default commits an offence and
is liable on conviction for each offence to a fine.
29. Copies of memorandum issued to embody

alterations
(1) A company that alters its memorandum shall

incorporate the alteration in every copy of the
memorandum issued after the date of the alteration.
(2) A company that issues a memorandum in

contravention of sub-section (1) of this section
fine, and every officer of the company who is in
default is also liable to the same penalty.
SUB-PART VII – ALTERATION OF MEMORANDUM AND

ARTICLES
30. Alteration of conditions of memorandum
(1) A company shall not alter the conditions

contained in its memorandum except in the cases
and in the manner and to the extent for which
express provision is made in this Act.
(2) Only those provisions which are required by

section 13 of this Act or by any other specific pro-
vision contained in this Act, to be stated in the
memorandum of the company concerned are
deemed to be conditions contained in its
memorandum.
31. Alteration of memorandum general
(1) The name of the company shall not be altered

except with the consent of the Registrar in
accordance with section 17 of this Act.
(2) If the objects of a company are restricted the

objects for which it is established may be altered in
accordance with the provisions of section 32 of this
Act.
(3) A restriction on the powers of a company may

be altered in the same way as the business or
object of the company.
(4) The share capital of a company may be altered

in accordance with the provisions of sections 78 to
90 of this Act but not otherwise.
(5) Subject to section 35 of this Act, any other

provision of the memorandum may be altered in
accordance with section 32 of this Act, or as
otherwise provided in this Act.
32. Mode of alteration of business or objects
(1) A company may, at a meeting of which notice in

writing has been duly given to all members (whether
or not otherwise entitled thereto), by special
resolution, alter the provisions of its memorandum

with respect to the business or objects of the
company.
(2) Where an application is made to the court in

accordance with this section for an alteration to be
cancelled, the alteration shall not have effect except
in so far as it is confirmed by the court.
(3) An application under this section may be made

to the court -
(a) by the holders of not less, in the

aggregate, than fifteen per cent in nominal
value of the company’s issued share
capital or any class of those holders or, if
the company is not limited by shares, not
less than fifteen per cent of the company’s
members; or
(c) by the holders of not less than fifteen per

cent of the company’s debentures entit-
ling the holders to object to alterations of
its objects, provided the debentures are
secured by a floating charge.
(4) A person has consented to or voted in favour of

an alteration shall be part of an application made
under sub-section (3) of this section.
(5) An application under this section-
(a) shall be made not later than twenty-eight

days after the date on which the resolu-
tion altering the company’s business or
objects was passed; and
(b) may be made on behalf of the persons

entitled to make the application by such
one or more of their number as they may
appoint in writing for the purpose.
(6) On an application under this section, the court

may-
(a) make an order confirming the alteration

either wholly or in part and on such terms

and conditions as it thinks fit;
(b) adjourn the proceedings in order that an

arrangement may be made to the
satisfaction of the court for the purchase of
the interests of dissentient members; and
(c) give such directions and make such orders

as it thinks expedient for facilitating or
carrying into effect any such arrangement,
for any purchase under paragraph (b) of this
sub-section, provided that no part of the
capital of the company shall be expended in
any purchase.
(7) The special resolution altering a company’s

business or objects shall require the same notice to
the holders of the debentures as to members of the
company, and in default of any provisions regulating
the giving of notice to those debenture holders, the
provisions of the company’s articles regulating the
giving of notice to members shall apply.
(8) Where a company passes a resolution altering

its business or objects, and -
(a) application is thereafter made to the court

for its confirmation under this section, the
company shall forthwith give notice to the
Registrar of the making of the application,
and thereafter there shall be delivered to
the Registrar within fifteen days from the
date of its making-
(i) a certified true copy of the order, in

the case of refusal to confirm the
resolution, and
(ii) a certified true copy of the order, in the

case of confirmation of the resolution
together with a printed copy of the
memorandum as altered by the
resolution;
(b) no application is made for confirmation,

the company shall, within fifteen days from

the end of the period for making an
application, deliver to the Registrar a copy
of the resolution passed.
(9) If the Registrar-
(a) is satisfied with the application, the

company shall forthwith deliver to the
Registrar a printed copy of the memo-
randum as altered by the resolution;
(b) is not satisfied with the application, he or

she shall give notice in writing to the
company of its decision and an appeal
from its decision shall thereafter lie to the
court at the suit of any person aggrieved, if
made within twenty-one days from the
date of the receipt by the company of the
notice of the rejection, or within such
extended time as the court may allow.
(10) The court may at any time extend the time for
the delivery of documents to the Registrar under
paragraph (a) of sub-section (8) of this section for
such period as the court may think proper.
(11) If a company makes default in giving notice or

delivering a document to the Registrar as required
by sub-section (8) of this section, the company and
every officer of the company who is in default
commits of an offence and liable on conviction to
daily default fine of ten thousand dalasis.
(12) The validity of an alteration of the provision of

a company’s memorandum with respect to the
business or objects of the company shall not be
questioned on the ground that it was not authorised
by sub-section (1) of this section, except in
proceedings taken for that purpose (whether under
this section or otherwise) before the expiration of
twenty-one days after the date of the resolution in
that behalf.
(13) Where proceedings are taken otherwise than

under this section, sub-sections (8),(9),(10) of this
section shall apply in relation to those proceedings

as if-
(a) they had been taken under this section;
(b) an order declaring the alteration invalid

were an order cancelling it; and
(c) any order dismissing the proceedings were

an order confirming the alteration.
(14) In this section “member” includes a person

financially interested in the company.
33. Power to alter provisions in the in the

memorandum in certain cases
(1) Subject to section 30 of this Act and of this

section and of any part of this Act (which preserves
the rights of minorities in certain cases) a provision
in a company’s memorandum which might lawfully
have been in the articles instead of in the
memorandum may be altered by the company by
special resolution.
(2) If an application is made to the court for the

alteration to be cancelled, the alteration shall not
have effect except in so far as it is confirmed by the
court.
(3) This section shall not apply where the

memorandum itself provides for or prohibits the
alteration of all or any of the said provisions, and
shall not authorised any variation or abrogation of
the special rights of any class of members.
(4) Sub-sections (3),(4),(5),(6),(8),(9),(10) and (11)

of section 32 of this Act (which relate to mode of
alteration of business or objects), also apply in
relation to any alteration and to any application
made under this section as they apply in relation to
alterations and to applications made under that
section.
34. Alterations of articles
(1) Subject to the provisions of this Act and to the

conditions or other provisions contained in its
memorandum, a company may, by special reso-
lution, alter its articles.
(2) An alteration so made in the articles shall,

subject to the provisions of this Act, be as valid as if
originally contained in the articles and be subject, in
like manner, to alteration by special resolution.
. 35. Limitation of liability to contribute to share

capital if memorandum, etc altered
Except to the extent to which he or she agrees in

writing at any time to be bound thereby, and
anything to the contrary in the memorandum or
articles notwithstanding, a member of a company is
not bound by any alteration made in the
memorandum or articles of the company requiring
him or her on or after the date of the alteration to -
(a) take or subscribe for more shares than he

or she held at the date on which he or she
became a member;
(b) increase his or her liability to contribute to

the share capital of the company; or
(c) pay money by any other means to the

company.
PART II - RE-REGISTRATION OF COMPANIES
36. Re-registration of private company as public
(1) Subject to this section, a private company

having a share capital may be re-registered as a
public company if -
(a) a special resolution that it should be so re-

registered is passed; and
(b) an application for re-registration is deli-

vered to the Registrar, together with the
documents prescribed in sub-section (3) of

this section.
(2) The special resolution shall -
(a) alter the company’s memorandum so that

it states that the company is to be a public
company;
(b) make such other alterations in the

memorandum as are necessary to bring it
into conformity with the requirements of
this Act with respect to the memorandum
of a public company; and
(c) make such alterations in the company’s

articles as are requisite in the circum-
stances.
(3) An application for re-registration, in the

prescribed form and signed by at least one director
and the secretary of the company, shall be
delivered to the Registrar accompanied by the
following documents-
(a) a printed copy of the memorandum and

articles as altered in pursuance of the
resolution;
(b) a copy of a written statement by the

directors and the secretary certified on
oath by them, and showing that the paid
up capital of the company as at the date of
the application is not less than twenty-five
per cent of the authorised share capital as
at that date;
(c) a copy of the balance sheet of the company

as at the date of the resolution or the
proceeding six months, whichever is later;
(d) a statutory declaration in the prescribed

form by a director and the secretary of the
company -
(i) that the special resolution required

under this section has been passed,
(iii) that the company’s net assets are

not less than the aggregate of the
paid up share capital and un
distributable reserves, and
(e) a copy of any prospectus or statement in

lieu of prospectus published by the
company, within the last twelve months.
(4) If the Registrar is satisfied that a company has

complied with the provisions of this section and
ought to be re-registered as a public company, he
or she shall -
(a) retain the application and the other

documents delivered to him or she under
this section;
(b) register the application and other docu-

ments; and
(c) issue the company a certificate of incor-

poration, stating that the company is a
public company.
(5) On the issue to a company of the certificate of

incorporation under this section -
(a) the company shall by virtue of the issue of

that certificate become a public com-pany;
and
(b) any alterations in the memorandum and

articles set out in the resolution shall take
effect accordingly.
(6) The certificate shall be prima facie evidence

that -
(a) the requirements of this Act in respect of

re-registration and of matters precedent
and incidental thereto have been comp-
lied with; and
(b) the company is a public company.
(7) A company shall not be re-registered under this

section if it has previously been re-registered as an
unlimited company.
37.Re-registration of company limited by share

as unlimited
(1) A company which is registered as limited by

shares may be re-registered as unlimited in
pursuance of an application in that behalf com-
plying with the requirements of this section.
(2) A company shall be precluded from re-

registering under this section if it is limited by virtue
of re-registration under section 38 of this Act.
(3) A public company or a company which has

previously been re-registered as unlimited com-
pany shall not be re-registered under this section.
(4) An application under this section shall be in the

prescribed form and be signed by a director and the
secretary of the company, and be delivered to the
Registrar, together with the documents specified in
sub-section (6) of this section.
(5) An application shall set out such alterations in

the company’s memorandum and articles as are
requisite to bring it into conformity with the
requirements of this Act with respect to the memo-
randum and articles of a company to be formed as
an unlimited company.
(6) The documents to be lodged with the Registrar

are -
(a) the prescribed form of assent to the

company being registered as unlimited,
subscribed by or on behalf of all the
members of the company;
(b) a statutory declaration made by the

directors of the company -
(i) that the persons by whom or on whose

behalf the form of assent is
subscribed constitute the whole
membership of the company,
(ii) if any of the members has not

subscribed that form himself or
herself, that the directors have taken
all reasonable steps to satisfy them-
selves that each person who sub-
scribed to it on behalf of a member
was lawfully empowered to do so;
and
(c) a printed copy of the memorandum and

the articles incorporating the alterations
set out in the application.
(7) If the Registrar is satisfied that the company

ought to be registered under this section as an
unlimited company, he or she shall retain the
application and other documents delivered with it
under this section and -
(a) register the memorandum and articles

and other document; and
(b) issue to the company a certificate of

incorporation appropriate to the status to
be assumed by virtue of this section.
(8) On the issue of the certificate -
(a) the status of the company, by virtue of the

issue, shall be changed from limited to
unlimited.
(b) the alterations in the memorandum and

articles set out in the application shall take
effect as if duly made by resolution of the
company; and
(c) the provisions of this Act shall apply

accordingly to the memorandum and
articles as altered.
38. Re-registration of unlimited as limited by

shares
(1) A company which is registered as unlimited may

be re-registered as limited by shares if a special
resolution that it should be so re-registered is
passed, and the requirements of this section are
complied with in respect of the resolution and
otherwise.
(2) A company shall-
(a) not under this section be re-registered as

a public company or company limited by
guarantee; and
(b) be precluded from re-registering under this

section if it is unlimited by virtue of re-
registration under section 37 of this Act.
(3) The special resolution shall state the proposed

authorised share capital and provide for the making
of the alterations-
(a) in the memorandum as are necessary to

bring it into conformity with the require-
ments of this Act with respect to the
memorandum of a company so limited;
and
(b) in the articles as are requisite in the

circumstances.
(4) An application in the prescribed form for the

company to be re-registered as limited signed by a
director and the secretary of the company shall be
delivered to the Registrar together with the
necessary documents, not earlier than the day on
which the resolution was filed under section 228 of
this Act.
(5) The documents to be delivered to the Registrar

shall be a printed copy of the memorandum as
altered in pursuance of the resolution.
(6) If the Registrar is satisfied that the company

ought to be re-registered under this section as a

company limited by shares, he or she shall-
(a) retain and register the application and

other documents lodged with it under this
section; and
(b) issue to the company a certificate of

incorporation appropriate to the status to
be assumed by the company by virtue of
this section.
(a) the status of the company shall, by virtue

of the issue, change from unlimited to
limited; and
(b) the alterations in the memorandum and

articles and register specified in the
resolution shall take effect accordingly.

that the requirements of this section in respect of re-
registration and of matters precedent and incidental
to it have been complied with, and that the company
was authorized to be re-registered in pursuance of
this section and was duly so re-registered.
(9) The re-registration of an unlimited company as

a limited company shall not affect the rights and
liabilities of the company in respect of any debt or
obligation incurred, or any contract entered into, by,
with, or on behalf of the company before the re-
registration, and those rights or liabilities may be
enforced in the manner provided by Part IV of this
Chapter as in the case of a company registered
pursuant to this Act.
39. Re-registration of public company as private
(1) A public company may be re-registered as a

private company if -
(a) a special resolution complying with sub-

section (2) of this section that it should be so
re-registered is passed and has not been

cancelled by the court under this section;
(b) an application for the purpose in the pres-

cribed form and signed by a director and the
secretary of the company is delivered to the
Registrar together with a printed copy of the
memorandum and articles of the company
as altered by the resolution; and
(c) the period during which an application for

the cancellation of the resolution under this
section may be made has expired without
the application having been made; or
(d) where an application has been made, the

application has been withdrawn or an order
has been made confirming the resolution
and a copy of that order has been delivered
to the Registrar.
(2) The special resolution shall-
(a) alter the company’s memorandum so that

it states that the company is a private
company; and
(b) make such other alterations in the

company’s memorandum and articles as
are requisite in the circumstances.
(3) Where a special resolution is passed, an

application may be made to the court for the
cancellation of the resolution by -
(a) the holders of not less in the aggregate

than five per cent in the nominal value of
the company’s issued share capital, or any
class thereof; or
(b) not less than five per cent of the com-

pany’s members who did not consent to or
vote in favour of the resolution.
(4) The application shall be made within twenty-

eight days after the passing of the resolution and
the applicant shall forthwith give notice of the

application in the prescribed form to the Registrar
and to the company.
(5) On the hearing of the application, the court-
(a) shall make an order either cancelling or

confirming the resolution; and
(b) may make all such orders or give such

directions as it may think expedient in the
circumstances.
(6) The company shall, within fifteen days from the

making of the court’s order, or within such other
period as the court may by order direct, deliver to
the Registrar a certified true copy of the order.
(7) If a company fails to deliver to the Registrar a

certified true copy of the orders as required in sub-
section (6) of this section, the company and any
officer of the company who is in default, commits an
offence and is liable on conviction to a fine of one
thousand dalasis and, for continued contravention,
to a daily default fine of one hundred dalasis.
(8) The Registrar shall, if satisfied that a company

ought to be re-registered under this section-
(a) retain and register the application and

other documents delivered to it under
this section; and
(b) issue the company with a certificate of

incorporation as a private company.
(a) the company shall become a private

company; and
(b) the alteration in the memorandum and

articles set out in the resolution shall take
effect accordingly.

that -
(a) the requirements of this section in respect

of re-registration and of matters precedent
and incidental to it have been complied
with; and
(b) the company is a private company.
PART III - PROMOTERS
40. Persons promoting a company
(1) A person who-
(a) undertakes to take part in forming a

company with reference to a given project
and to set it going and who takes the
necessary steps to accomplish that
purpose; or
(b) with regard to a proposed or newly formed

company, undertakes a part in raising
capital for it,
is prima facie deemed a promoter of the

company.
(2) A person who acts in a professional capacity

for persons engaged in procuring the formation
of the company is not deemed to be a promoter.
41. Duties and liabilities of a promoter
(1) A promoter stands in a fiduciary relation-ship to

the company and shall-
(a) observe the utmost good faith towards the

company in any transaction with it or on its
behalf; and
(b) compensate the company for any loss

suffered by reason of his or her failure to
do so.
(2) A promoter who acquires any property or

information on behalf of the company in the
performance of his or her fiduciary duty shall
account to the company for the property and for any
profit which he or she may have made from the use
of the property or information.
(3) A transaction between a promoter and the

company may be rescinded by the company unless,
after full disclosure of all material facts known to the
promoter, the transaction was entered into or
ratified on behalf of the company by -
(a) the company’s board of directors,

independent of the promoter;
(b) all the members of the company; or
(c) the company at a general meeting at which

neither the promoter nor the holders of any
shares in which he or she is beneficially
interested shall vote on the resolution to
enter into or ratify that transaction.
(4) A period of limitation shall not apply to any

proceedings brought by the company to enforce any
of its rights under this section, but in any such
proceedings, the court may relieve a promoter in
whole or in part, and on such terms as it thinks fit,
from liability under this section if in all the
circumstances, including lapse of time, the court
thinks it equitable to do so.
PART IV - ACTS BY OR ON BEHALF OF THE

COMPANY
SUB-PART 1 - EXERCISE OF COMPANY’S POWERS
42. Division of powers between general meeting

and board of directors
(1) A company shall act through-
(a) its members in general meeting;
(b) its board of directors; or

(c) officers or agents, appointed by, or under

authority derived from, the members in
general meeting or the board of directors.
(2) Subject to the provisions of this Act, the res-

pective powers of the members in general meeting
and the board of directors shall be determined by
the company’s articles.
(3) Except as otherwise provided in the company’s

articles, the business of the company shall be
managed by the board of directors who may
exercise all such powers of the company as are not,
by this Act or the articles, required to be exercised
by the members in general meeting.
(4) Unless the articles otherwise provide, the board

of directors, when acting within the powers
conferred upon them by this Act or the articles, shall
not be bound to obey the directions or instructions
of the members in general meeting, provided that
the directors act in good faith and with due
diligence.

(3) of this section, the member, in general meeting
may-
(a) act in any matter, if the members of the

board of directors are disqualified or are
unable to act because of a deadlock on the
board or otherwise;
(b) institute legal proceedings in the name and

on behalf of the company, if the board of
directors refuse or neglect to do so;
(c) ratify or confirm any action taken by the

board of directors; and
(d) make recommendations to the board of

directors regarding action to be taken by
the board.
(6) An alteration of the articles shall not invalidate a

prior act of the board of directors which would have
been valid if that alteration had not been made.
43. Delegation to committees and managing

directors
Unless otherwise provided in this Act or in the

articles, the board of directors may-
(a) exercise its powers through committees

consisting of such members of the board
as it thinks fit; or
(b) from time to time, appoint one or more of

the board to the office of managing
director and may delegate all or any of its
powers to the managing director.
SUB-PART 2 - LIABILITY FOR ACTS OF THE

COMPANY
44. Acts of general meeting, board of directors,

or of managing directors
(1) Subject to this section, an act of the members in

general meeting, of the board of directors, or of a
managing director while carrying on in the usual
way, the business of the company shall be treated
as the act of the company itself and the company is
criminally and civilly liable for the act to the same
extent as if it were a natural person.
(2) A company shall not incur civil liability to a

person if –
(a) he or she had actual knowledge, at the

time of the transaction in question, that the
general meeting, board of directors, or
managing director, as the case may be,
had no power to act in the matter or had
acted in an irregular manner; or
(b) having regard to his or her position with, or

relationship to, the company, he or she
ought to have known of the absence of
such power or of the irregularity;
(3) If in fact a business is being carried on by a

company, the company shall not escape liability for
acts undertaken in connection with that business
merely because the business in question was not
among the business authorised by the company’s
memorandum.
45. Acts of Officers or Agents
(1) Except as provided in section 44 of this Act, the

acts of an officer or agent of a company shall not be
deemed to be acts of the company, unless the
company -
(a) acting through its members in general

meeting, board of directors, or managing
director, had expressly or impliedly
authorised the officer or agent to act in the
matter; or
(b) acting as mentioned in paragraph (a) of this

sub-section, had represented the officer or
agent as having its authority to act in the
matter, in which case, the company is
civilly liable to any person who entered into
the transaction in reliance on the
representation, unless-
(i) the person had actual knowledge that

the officer or agent had no authority,
or
(ii) having regard to his or her position

with, or relationship to, the com-pany,
he or she ought to have known of the
absence of authority.
(2) The authority of an officer or agent of the

company may be conferred prior to an action by him
or her or by subsequent ratification, and knowledge
of the action, by the officer or agent, and
acquiescence in the action by all the members of
the company or by the directors for the time being
or by the managing director for the time being, is
equivalent to ratification by the members in general
meeting, board of directors, or managing director,
as the case may be.
(3) Nothing in this section shall derogate from the

vicarious liability of the company for the acts of its
servants while acting within the scope of their
employment.
46. When provision exempting, etc. officer from

liability to the company is void
(1) A provision, whether contained in the articles of

the company or in any contract with a company or
otherwise which-
(a) exempts an officer of the company or any

person (whether an officer of the company
or not) employed by the company as
auditor from, or
(b) indemnifies him or her against,
any liability which by virtue of any law, would

otherwise attach to him or her in respect of any
negligence, default, or breach of trust of which he
or she may be guilty in relation to the company, is
void.

(1) of this section -
(a) a person shall not be deprived of any

exemption or right to be indemnified in
respect of anything done or omitted to be
done by him or her while the provision as
mentioned in that sub-section was in force;
and
(b) a company may, in pursuance of the

provision as mentioned in sub-section (1)
of this section, indemnify the officer or
auditor against any liability incurred by him
or her in defending any proceedings
whether civil or criminal-
(i) in which judgment is given in his or her

favour or in which he or she is
acquitted, or
(ii) in connection with any application

under section 617 of this Act, in which
relief is granted to him or her by the
court.
SUB-PART 3 - CONSTRUCTIVE NOTICE OF REGISTERED

DOCUMENTS
47. Abolition of constructive notice of registered

documents
Except as provided in this Act regarding the

particulars in the register of charges, a person is not
deemed to have knowledge of the contents of the
memorandum and articles of a company or of any
other particulars, documents, or the contents of
documents merely because
(a) the particulars or documents are regis-

tered by the Registrar;
(b) referred to in any particulars or docu-

ments so registered; or
(c) are available for inspection at an office of

the company.
48. Presumptions of regularity
(1) Subject to sub-section (2), a person having

dealings with a company or with someone deriving
title under the company is entitled to make the
following assumptions and the company and those
deriving title from it are stopped from denying their
truth that-
(a) the company’s memorandum and articles

have been duly complied with;
(b) every person described in the particulars

filed with the Registrar pursuant to
sections 21 of this Act as a director,
managing director or secretary of the
company, or represented by the com-
pany, acting through its members in
general meeting, board of directors, or

managing directors, as an officer or agent
of the company, has been duly appointed
and has authority to exercise the powers
and perform the duties customarily
exercised or performed by-
(i) a director, managing director, or

secretary of a company carrying on
business of the type carried on by the
company, or
(ii) an officer or agent of the type

concerned;
(c) the secretary of the company, and every

other officer or agent of the company
having authority to issue documents or
certified copy of documents on behalf of
the company has authority to warrant the
geniuses of the documents or the accu-
racy of the copies so issued; and
(d) a document has been duly sealed by the

company, if it bears what purports to be the
seal of the company attested by what
purports to be the signatures of two
persons who, in accordance with para-
graph (b) of this sub-section, can be
assumed to be a director and the secretary
of the company.
(2) A person is not entitled to-
(a) make assumptions as specified sub-section

(1) of this section, if he or she had actual
knowledge to the contrary or if, having
regard to his or her position with or
relationship to the company, he or she
ought to have known the contrary;
(b) assume that any one or more of the

directors of the company have been
appointed to act as a committee of the
board of directors or that an officer or
agent of the company has the company’s
authority merely because the company’s

articles provide that authority to act in the
matter may be delegated to a committee
or to an officer or agent.
49. Liability of company not affected by fraud or

forgery of officer
Where in accordance with sections 44 to 48 of this

Act, a company would be liable to a third party for
the acts of an officer or agent, the company shall,
except where there is collusion between the officer
or agent and the third party, be liable,
notwithstanding that the officer or agent has acted
fraudulently or forged a document purporting to be
sealed by or signed on behalf of the company.
SUB-PART 4 – COMPANY’S CONTRACTS
50. Form of contract
(1) A contract which if made between individuals

would be-
(a) required by law to be in writing under seal,

or which could be varied, or discharged
only by writing under seal, may be made,
varied or discharged, as the case may be,
in the name or on behalf of the company in
writing under the common seal of the
company;
(b) required by law to be in writing, signed by

the parties to be charged therewith, or
which could be varied or discharged only
by writing or written evidence signed by
the parties to be charged, may be made,
varied or discharged, as the case may be,
in writing signed in the name or on behalf
of the company; and
(c) valid although made by parole only and not

reduced into writing or which could be
varied or discharged by parole, may be
made, varied or discharged, as the case
may be, by parole in the name or on behalf
of the company.
(2) A contract made in accordance with this section

is effectual in law, and binding on the company and
its successors and all other parties to the contract,
their heirs, executors, or administrators, as the case
may be; and may be varied or discharged in the
same manner in which it is authorised by this
section to be made.
51. Pre-incorporation contracts
(1) Except as provided in this section, a person who

enters into a written contract in the name of or on
behalf of a company before it comes into existence
is personally bound by the contract and is entitled to
the benefits of the contract.
(2) A company may, within a reasonable time after

its incorporation, by an action or conduct signi-fying
the intention to be bound by it, adopt a written
contract made, in its name or on its behalf, before it
was incorporated.
(3) Where a company adopts a contract under sub-

section (2) of this contract-
(a) the company is bound by the contract and

is entitled to the benefits of the contract as
if the company had been in existence at
the date of the contract and had been a
party to it; and
(b) a person who purported to act in the name

of the company or on its behalf ceases,
except as provided in sub-section (4) of
this section, to be bound by or entitled to
the benefits of the contract.
(4) Except as provided in sub-section (5), whether

or not a written contract made before the incorpo-
ration of the company is adopted by the company, a
party to the contract may apply to the court for an
order-
(a) fixing obligations under the contract as joint

or joint and several; or
(b) apportioning liability between the com-pany

and a person who purported to act in the
name of the company or on its behalf.
(5) Where an application is made under sub-section

(4), the court may make such order as it thinks fit.
(6) If expressly so provided in a written cont-ract, a

person who purported to act for or on behalf of a
company before it was incorporated is not bound by
the contract or entitled to the benefits of the
contract.
52. Bills of exchange and promissory notes
(1) A bill of exchange or promissory note is

deemed to have been made, accepted or endorsed,
on behalf of a company, if-
(a) it is made, or expressed to be made,

accepted, or endorsed in the name of; or
(b) expressed to be made, accepted or

endorsed on behalf or an account of,
of the company by a person acting under its

authority.
(2) A company and its successors are bound if the

company is, in accordance with sections 44 to 46 of
this Act, liable for the acts of those who made,
accepted or endorsed, the bill of exchange or
promissory note in its name or on its behalf or
account.
(3) A signature by a director or the secretary on

behalf of the company, is not deemed to be a
signature by procuration for the purposes of the
Bills of Exchange Act 1882.
53. Common seal of the company
(1) A company may have a common seal the use of

which shall be regulated by the articles.
(2) Where a seal is required to be affixed to any

document under this Act and such document may
be communicated by electronic means, the
requirement for sealing is satisfied if the document
indicates that it is required to be under seal and the
document includes the advanced electronic
signature of the person by whom it is required to be
sealed.
54. Official seal for use abroad
(1) A company whose objects require or comprise

the transaction of business in foreign countries
may, if authorised by its articles, have for use in
any territory, district, or place outside The Gambia,
an official seal, which shall be a facsimile of the
common seal of the company, with the addition on
its face of the name of every territory, district, or
place where it is to be used.
(2) A company having an official seal may, by

writing under its common seal, authorise a person
appointed as agent for the purpose in a territory,
district, or place outside The Gambia, to affix the
seal to any deed or other document to which the
company is party in that territory, district, or place.
(3) The authority of an agent shall, as between the

company and any person dealing with the agent,
continue during the period, if any, mentioned in the
instrument conferring the authority, or if no period
is mentioned in the instrument, then until notice of
the revocation or determination of the agent’s
authority has been given to the person dealing with
him or her.
(4) The person affixing an official seal shall, by

writing under his or her hand, on the deed or other
document to which the seal is affixed, certify the
date on which, and place at which, it is affixed.
(5) A deed or other document to which an official

seal is duly affixed shall bind the company as if it
had been sealed with the common seal of the
company authentication and service of documents
SUB-PART 5 – AUTHENTICATION AND SERVICE OF

DOCUMENTS
55. Powers of attorney
(1) A company may, by writing under seal,

empower a person, either generally or in respect of
any specified matter, as its attorney, to execute
deeds on its behalf in any place within or outside
The Gambia.
(2) A deed signed by a person empowered as

provided in sub-section (1) of this section shall bind
the company and have the same effect as it would
have if it were under the company’s common seal.
56. Authentication of documents
A document or proceeding requiring authentication

by a company may be signed by a director,
secretary, or other authorised officer of the
company, and need not be under its common seal,
unless otherwise so required under this Act.
57. Service of documents on companies
A court process shall be served on a company in

the manner provided by the Rules of Court, and any
other document may be served on a company by
leaving it at, or sending it by post to, the registered
office or head office of the company.
PART V - MEMBERSHIP OF THE COMPANY
SUB-PART 1 – PRELIMINARY
58. Definition of member
(1) The subscribers of the memorandum of a

company are deemed to have agreed to become
members of the company, and on its registration
shall be entered as members in its register of
members.
(2) Every other person who agrees in writing to

become a member of a company, and whose name
is entered in its register of members, is a member

of the company.
(3) In the case of a company having a share capital,

each member is a shareholder of the company and
shall hold at least one share.
59. Capacity to be a member
(1) As from the commencement of this Act, an

individual is not capable of becoming a member of a
company if -
(a) he or she is of unsound mind and had been

so found by a court in The Gambia or
elsewhere; or
(b) he or she is an undischarged bankrupt.
(2) A person under the age of eighteen years shall

not be counted for the purpose of deter-mining the
legal minimum number of members of a company.
(3) A corporate body in liquidation is not capable of

becoming a member of a company.
(4) Where at the commencement of this Act, a

person falling within the provisions of sub-section
(1) of this section is a member of a company by
reason of being a shareholder of the company, his
or her share shall vest in his or her committee or
trustee, as the case may be.
(5) Where, after the commencement of this Act, a

shareholder purports to transfer any shares to a
person falling within the provisions of sub-section
(1) of this section, the purported transfer does not
vest the title in the shares in that person but the title
remains in the purported transferor or his or her
personal representative who shall hold the shares in
trust for that person during the period of his or her
incapacity.
60. Right of member to attend meetings and

vote
(1) Notwithstanding any provision in the articles, a

member has a right to attend a general meeting of
the company and to speak and vote on any
resolution before the meeting.
(2) The articles may provide that a member shall

not be entitled to attend and vote, unless all calls or
other sums payable by him or her in respect of
shares in the company have been paid.
61. Personation of member
If a person falsely and deceitfully personates a

member of a company and thereby obtains or
endeavours to obtain any benefit due to the
member, he or she commits an offence and is liable
on conviction to a fine of not more than one
hundred thousand dalasis or imprisonment for a
term of not more than seven years.
SUB-PART 2 - REGISTER OF MEMBERS
62. Register of members
(1) A company shall keep a register of its members

and enter in it the following particulars -
(a) the names and addresses of the members;
(b) in the case of the company having a share

capital, a statement of the shares and class of
shares, if any, held by each member,
distinguishing each share by its number so
long as the share has a number, and of the
amount paid or agreed to be considered as
paid on the shares of each member;
(c) the date on which each person was regis-

tered as a member; and
(d) the date on which any person ceased to be

a member.
(2) Where the company has converted any of its

shares into stock and given notice of the conver-
sion to the Registrar, the register shall show the
amount of stock held by each member instead of
the amount of shares and the particulars relating to
shares specified in paragraph (b) of sub-section (1)
of this section.
(3) The entry, required under paragraph (a), (b) of

sub-section (1) of this section, shall be made within
twenty-eight days of the conclusion of the
agreement with the company to become a member
or, in the case of a subscriber of the memo-randum,
within twenty-eight days of the registration of the
company.
(4) The entry required under paragraph (d) of sub-

section (1) of this section shall be made-
(a) within twenty-eight days of the date on

which the person concerned ceased to be a
member; or,
(b) if he or she ceased to be a member

otherwise than as a result of action by the
company, within twenty-eight days of
production to the company of evidence
satisfactory to the company of the
occurrence of the event whereby he or she
ceased to be a member.
(5) Where a company makes default in complying

with the provisions of this section, the company and
fine of five thousand dalasis and a fine of one
hundred dalasis for each day during which the
default continues.
(6) A liability incurred by a company from the

making or deletion of an entry in its register of
members, or from a failure to make or delete any
such entry, is not enforceable after the expiration of
twenty years from the date on which the entry was
made or deleted or, in the case of a failure, from the
date on which the failure first occurred.
63. Location of Register
(1) The register of members shall be kept at the

registered office of the company, except that where-
(a) the work of making it up the register is

done at another office of the company, it
may be kept at that other office; and
(b) the company arranges with some other

person to undertake the making up of the
register on its behalf, may be kept at the
office of that other person at which the
work is done,
but the register of a company registered in The

Gambia, shall not be kept at a place outside The
Gambia.
(2) A company shall send notice to the Registrar of

the place where the register is kept and of any
change of that place.
(3) A company is not bound to send notice to the

Registrar under this sub-section where the register-
(a) has, at all times since it came into exis-

tence; or
(b) in the case of a register in existence at the

commencement of this Act, at all time
since then, been kept at the registered
office of the company.
(4) If a company fails to comply with sub-section (2)

for twenty-eight days, the company and every one
of its officers who is in default commits an offence
and is liable on conviction to a fine of five thousand
dalasis and, for continued contravention, to a daily
default fine of five hundred dalasis.
64. Index of members to be kept
(1) A company having more than fifty members

shall-
(a) unless the register of members is in such

a form as to constitute in itself an index,
keep an index, of the names of the
members of the company; and
(b) within fourteen days after the date on

which any alteration is made in the register
of members, make any necessary
alteration in the index.
(2) The index shall, in respect of each member,

contain a sufficient indication to enable the account
of that member in the register to be readily found.
(3) The index shall, at all times, be kept at the

same place as the register of members.
(4) If default is made in complying with the

provisions of this section, the company and every
officer of the company who is in default commits an
offence and is liable to a fine of one thousand
dalasis.
65. Entry of trusts prohibited
Notice of any trust, express, implied or constructive

shall be entered on the register of members or be
receivable by the Registrar.
66. Inspection of register and index
(1) Except when the register of members is closed

under the provisions of this Act, the register and the
index of members’ names shall, subject to such
reasonable restrictions as the company in general
meeting may impose, be open during business
hours, for not less than two hours in each day, to
the inspection-
(a) of any member of the company without

charge; and
(b) of any other person, with the permission of

the company on payment of ten dalasis or
such other sum as the company may
prescribe for each inspection.
(2) A member, or any other pay with the permission

of the company, any other person, may require a
copy of the register, or of any part of the register, on
payment of five dalasis, or such other sum as the
company may prescribe, for every hundred words
or fractional part thereof required to be copied.
(3) The company shall cause any copy required by

any person under sub-section (1) of this section to
be sent to that person within a period of ten days
commencing on the day next after the day on which
the requirement is received by the company.
(4) If, in the case of a member, an inspection

required under this section is refused or a copy
required under this section is not sent within the
prescribed period, the company and every officer of
the company who is in default commits an offence
and is liable in respect of each offence to a fine of
fifty dalasis.
(5) The court may, where a refusal or default in the

case of a member, by order compel an immediate
inspection of the register, and index or direct that
the copies required shall be sent to the member
requiring them.
67. Consequences of failure by agents’ default

to keep register
Where, by virtue of paragraph (b) of sub-section (1)

of section 63 of this Act, the register of members is
kept at the office of some person other than the
company, and by reason of his or her default, the
company fails to comply with section 63,64 or 66 of
this Act, or with any requirements of this Act as to
the production of the register-
(a) that other person is liable to the same

penalties as if he or she were an officer of
the company who was in default; and
(b) the power of the court section 66 (5) of this

Act shall extend to the making of orders
against that other person and his or her

officers and servants.
68. Power to close register
A company may, on giving notice by advertisement

in a daily newspaper circulating in The Gambia,
close the register of members or any part of the
register for any time or times not exceeding on the
whole thirty days in each year.
69. Power of court to rectify register
(1) If-
(a) the name of any person is, without suffi-

cient cause, entered in or omitted from the
register of members of a company; or
(b) default is made or there is unnecessary

delay in entering on the register the fact
that a person has ceased to be a member,
the person aggrieved, a member of the company, or

the company, may apply to the court for rectification
of the register.
(2) The court may refuse the application, or order

rectification of the register and payment by the
company of any damages sustained by the party
aggrieved.
(3) On an application under this section, the court

may-
(a) decide any question relating to the title of

a person who is a party to the application
to have his or her name entered in or
omitted from the register, whether the
question arises between members or
alleged members, or between members
and alleged members on the one hand
and the company on the other hand; and
(b) generally may decide any question

necessary or expedient to be decided for
rectification of the register.
(4) In the case of a company required by this Act to

send a list of its members to the Registrar, the court
shall, by its order, when making an order for
rectification of the register, direct that notice of the
rectification be given to the Registrar.
70. Register to be evidence
The register of members is prima facie evidence of

matters which are by this Act directed or authorised
to be inserted in it.
SUB-PART 3 - LIABILITY OF MEMBERS
(1) Prior to the winding-up of a company, a

member of the company with shares shall be liable
to contribute the balance, if any, of the amount
payable in respect of the shares held by him or her
in accordance with-
(a) the terms of the agreement under which

the shares were issued; or
(b) a call validly made by the company

pursuant to its articles.
(2) Where-
(a) contribution has become due and payable

by reason of a call validly made by the
company pursuant to the articles; or
(b) under the terms of any agreement with the

company, a member has undertaken
personal liability to make future payments
in respect of shares issued to him or her,
the liability of the member shall continue, notwith-

standing that the shares held by him or her are
subsequently transferred or forfeited under a
provision to that effect in the articles, but his or her
liability shall cease if and when the company
receives payment in full of all moneys due in
respect of the shares.
(3) Subject to sub-sections (1) and (2), a present or

past member is not liable to contribute to the assets
of the company, except the company is being
wound up.
(4) Where a company is being wound up, a present

or past member is liable to contribute to the assets
of the company to an amount sufficient for payment
of its debts and liabilities and for the costs, charges
and expenses of the winding-up and for the
adjustments of the rights of the present and past
members among themselves but subject to the
following qualifications -
(a) a past member is not be liable to

contribute, if he or she has ceased to be a
member for a period of at least one year
before the commencement of the winding-
up;
(b) a past member is not be liable to contri-

bute, unless it appears to the court that the
present members are unable to satisfy the
contributions required to be made by them
in pursuance of this section;
(c) in the case of a company limited by shares,

no contribution is required from any
present or past member exceeding the
amount, if any, unpaid on the shares in
respect of which he or she is liable as a
present or past member;
(d) in the case of a company limited by gua-

rantee, no contribution is required from any
present or past member, exceeding the
amount undertaken to be contributed by
him or her to the assets of the company in
the event of its being wound up; and
(e) any sum due from the company to a present

or past member, in his or her capacity as
member, by way of dividends or otherwise
shall not be set-off against the amount for
which he or she is liable to con-tribute in

accordance with this section but the sum
due shall be taken into account for the
purposes of final adjustment of the rights of
the present and past members amongst
themselves.
(5) Except as contained in this section, a present or

past member is not liable as a present or past
member for any of the debts and liabilities of the
company.
(6) For the purposes of this section, “past member”

includes the estate of a deceased member and
where a person dies after becoming liable as a
present or past member liability is enforceable
against his or her estate.
72. Liability for company debts where member-

ship is below legal minimum
If a company carries on business without having at

least two members and does so for more than six
months, every director or officer of the company
during the time that it so carries on business after
those six months who knows that it is carrying on
business with only one or no member is liable jointly
and severally with the company for the debts of the
company contracted during that period.
SUB-PART 4 - DISCLOSURE OF BENEFICIAL INTEREST

IN SHARES
73. Power of company to require disclosure
(1) Notwithstanding the provisions of section 74 of

this Act, a public company may, by notice in writing,
require a member of the company, within such
reasonable time as is specified in the notice -
(a) to indicate in writing the capacity in which

he or she holds any shares in the com-
pany; and
(b) if he or she holds shares otherwise than as

beneficial owner, to indicate in writing the
particulars of the identity of persons
interested in the shares in question and

whether persons interested in the same
shares are parties to any agreement or
arrangement relating to the exercise of any
rights conferred by the holding of the
shares.
(2) Where a company is informed in pursuance of a

notice given to a person under sub-section (1), or
under this sub-section that any other person has an
interest in a share in the company, the company
may, by notice in writing, require that other person
within such reasonable time as is specified in the
notice -
(a) to indicate in writing the capacity in which

he or she holds that interests; and
(b) if he or she holds it otherwise than as

beneficial owner, to indicate in writing, so
far as it lies within his or her knowledge,
the persons who have any interests in the
shares (either by name and address or by
other particulars sufficient to enable those
persons to be identified) and the nature of
their interests.
(3) Whenever a company receives information from

a person in pursuance of a requirement im-posed
on him or her under this section with respect to
shares held by a member of the com-pany, it shall
be under an obligation to inscribe against the name
of the member in the register of members -
(a) the fact that the requirement was

imposed; and
(b) the information received in pursuance of

the requirement.
(4) Subject to sub-section (5), a person who -
(a) fails to comply with a notice under this

section; or
(b) in purported compliance with a notice,

makes a statement which he or she knows
to be false in a material particular or
recklessly makes a statement which is
false in a material particular,

fine of twenty-five dalasis for every day during
which the default continues or imprisonment for a
term of six months.
(5) A person is not guilty of an offence under sub-

section (4) (a), if he or she proves that the
information in question was already in the
possession of the company or that the requirement
to give it was for any other reason frivolous or
vexatious reason.
74. Obligation of disclosure by substantial

shareholder in public company
(1) A person who is a substantial shareholder in a

public company shall give notice in writing to the
company stating his or her name and address and
giving full particulars of the shares held by him or
her or his or her nominee (naming the nominee) by
virtue of which he or she is a substantial
shareholder.
(2) A person is a substantial shareholder in a public

company if he or she holds by himself or herself or
by his or her nominee, shares in the company which
entitle him or her to exercise at least ten per cent of
the unrestricted voting rights at a general meeting of
the company.
(3) A person required to give a notice under sub-

section (1), shall do so within fourteen days after
the person becomes aware that he or she is a
substantial shareholder.
(4) The notice shall be given, notwithstanding that

the person has ceased to be a substantial
shareholder before the expiration of the period
referred to in sub-section (3).
(5) A person who fails to comply with the provisions

of this section is liable to a fine of fifty dalasis for
every day during which the default continues.
75. Person ceasing to be a substantial

shareholder to notify company
(1) A person who ceases to be a substantial

shareholder in a public company shall give notice in
writing to the company stating his or her name and
the date on which he or she ceases to be a
substantial shareholder and giving full particulars of
the circumstances by reason of which he or she has
ceased to be a substantial shareholder.
(2) A person required to give notice under sub-

section (1) of this section shall do so within four-
teen days after he or she becomes aware that he or
she has ceased to be a substantial share-holder.
76. Register of interests in shares
(1) A public company shall keep a register in which

it shall enter –
(a) in alphabetical order, the names of per-

sons from whom it has received a notice
under section 74 of this Act; and
(b) against each name so entered, the infor-

mation given in the notice and where it
receives a notice under section 74 of this
Act, the information given in that notice.
(2) The register shall be kept at the place where

the register of members is required to be kept and
shall be subject to the same right of inspection as
the register of members.
(3) The Registrar may, at any time in writing, require

the company to furnish it with a copy of the register
or any part of the register and the company shall
furnish the copy within fourteen days after the day
on which the requirement is received by the
company.
(4) If the company ceases to be a public company,

it shall continue to keep the register until the end of
the period of six years beginning with the day next
following that on which it ceases to be a public
company.
(5) A company shall not, by reason of anything

done for the purposes of this section, be affected
with notice of, or put on enquiry as to, a right of a
person to or in relation to a share in the company.
(6) If default is made in complying with this section,

the company and every officer of the company who
is in default commit an offence and is liable on
conviction to a fine of five hundred dalasis and a
daily fine of ten dalasis.
77. Registration of interests to be disclosed
The matter relating to beneficial interests in shares

required by section 73 of this Act shall be entered in
chronological order in a different part of the register
of interests.
CHAPTER II – SHARE CAPITAL, SHARES AND

DEBENTURES
PART I - SHARE CAPITAL
SUB-PART 1 - AUTHORISED SHARE CAPITAL
78. Authorised share capital
(1) Where, after the commencement of this Act, a

memorandum delivered to the Registrar under
section 21 of this Act states that the association to
be registered is to be registered with shares, not
less than twenty-five per cent of that capital shall be
taken by the subscribers of the memorandum.
(2) Where a company is registered with shares, its

issued capital shall not at any time be less than
twenty-five per cent of the authorised share capital.
(3) A company to which sub-section (1) or (2)

applies, that fails to comply with the applicable sub-

section, commits an offence and is liable on
conviction to a fine of two thousand five hundred
dalasis and every officer who is in default is liable to
a fine of fifty dalasis for every day during which the
default continues.
SUB-PART 2 - ALTERATION OF SHARE CAPITAL
79. Alteration of share capital by consolidation

Etc.
(1) A company having a share capital may, in

general meeting and not otherwise alter the con-
ditions of its memorandum as follows-
(a) consolidate and divide all or any part of its

share capital into share of larger amount
than its existing shares;
(b) convert all or any of its paid-up shares

into stock, and re-convert that stock into
paid-up shares of any denomination;
(c) subdivide its shares or any of them, into

shares of smaller amount than is fixed by
the memorandum, so however, that, in the
subdivision, the proportion between the
amount paid and the amount, if any, un-
paid on each reduced share shall be the
same as it was in the case of the share
from which the reduced share is derived;
and
(d) cancel shares which, at the date of the

passing of the resolution in that behalf,
have not been taken or agreed to be taken
by any person, and diminish the amount of
its share capital by the amount of the
shares so cancelled.
(2) A cancellation of shares made in pursuance of

this section is not deemed to be a reduction of
share capital within the meaning of this Act.
80. Notice required where shares and stock

consolidated etc.
(1) If a company having share capital has –
(a) consolidated and divided its share capital

into shares of larger amount than its exis-
ting shares;
(b) converted any shares into stock;
(c) re-converted stock into shares;
(d) subdivided its shares or any of them; or
(e) cancelled any shares, otherwise than in

connection with a reduction of share
capital under section 84 of this Act,
it shall, within one month after so doing, give notice

of it to the Registrar specifying, as the case may be,
the shares consolidated, divided, converted,
subdivided, cancelled, or the stock re-converted.

is in default is liable to a fine of fifty dalasis for every
81. Increase of share capital and notice of

increase
(1) A company having share capital, whether or not

the shares have been converted into stock, may, in
general meeting and not otherwise, increase its
share capital by new shares of such amount as it
thinks expedient.
(2) A company that has increased its share, capital

shall, within fifteen days after the passing of the
resolution authorizing the increase, give to the
Registrar, notice of the increase and the Registrar
shall record the increase.
(3) Where, in connection with the increase of

shares, any approval is required to be obtained
under an enactment, other than this Act, the

Registrar may on application by a company extend
the time within which to give notice of the increase
to the Registrar.
(4) The notice to be given under this section shall-
(a) include any particulars prescribed with

respect to the classes of shares affected
and the condition subject to which the new
shares have been or are to be issued; and
(b) be accompanied by a printed copy of the

resolution authorizing the increase.
(5) If default is made in complying with the pro-

visions of this section, the company in default
commits of an offence and is liable on conviction to
a fine of five hundred dalasis for every day during
82. Increase of paid up capital on increase of

shares
Where a company passes a resolution increasing

its authorised share capital, the increase shall not
take effect, unless –
(a) within six months of giving notice of the

increase to the Registrar, not less than
twenty-five per cent of the share capital,
including the increase, has been issued;
and
(b) the directors have delivered to the Regis-

trar a statutory declaration verifying that
fact.
SUB-PART 3 - REDUCTION OF SHARE CAPITAL
83. Power for un-limited company to provide

reserve share capital on re-registration
If an unlimited company resolves to be registered

as a limited company under this Act, it may-
(a) increase the nominal amount of its

share capital by increasing the nominal
amount of each of its shares, but subject
to the conditions that no part of the
increased capital shall be capable of
being called up except in the event and
for the purposes of the company being
wound up;
(b) provide that a specified portion of its

uncalled share capital shall not be cap-
able of being called up except in the
event and for the purposes of the com-
pany being wound up.
84. Restriction on reduction of issued share

capital
(1) Except as authorised by this Act, a company

having a share capital shall not reduce its issued
share capital.
(2) For the purposes of this and other sections

relating to reduction of share capital, an issue of
share capital includes the share premium account
and any capital redemption reserve account of a
company, and “issued share capital” shall be
construed accordingly.
85. Special resolution for reduction of share

capital
(1) Subject to confirmation by the court, a company

having share capital may, if so authorised by its
articles, by special resolution reduce its share
capital in any way.
(2) In particular, and without prejudice to sub-

section (1) of this section, the company may-
(a) extinguish or reduce the liability on any

of its shares in respect of share capital not
paid up;
(b) with or without extinguishing or reducing

liability on any of its shares, cancel any
paid-up share capital which is lost or

unrepresentative by available assets; or
(c) with or without extinguishing or reducing

liability on any of its shares, pay off any
paid-up share capital which is in excess of
the company’s wants.
(3) The company may, if it is and so far as is,

necessary, alter its memorandum by reducing the
amount of its share capital and of its shares accor-
dingly.
(4) A special resolution under this section is referred

to as “a resolution for reducing share capital”.
86. Application to court for order of

confirmation
(1) Where a company has passed a resolution for

reducing share capital, it may apply to the court for
an order confirming the reduction.
(2) If the proposed reduction of share capital

involves –
(a) diminution of liability in respect of unpaid

share capital; or
(b) subject to sub-section (6) of this section,

the payment to a shareholder of any paid up
share capital, and in any other case if the
court so directs,
sub-sections (3), (4) and (5) shall have effect.
(3) A creditor of the company who, at the date fixed

by the court, is entitled to any debt or claim which, if
that date were the commencement of the winding-
up of the company, would be admissible in proof
against the company, is entitled to object to the
reduction of capital.
(4) The court shall settle a list of creditors entitled

to object, and for that purpose –
(a) shall ascertain, as far as possible without

requiring an application from any creditor,
the names of those creditors and the
nature and amount of their debts or claims;
(b) may publish notices fixing a day or days

within which creditors not entered on the
list are to claim to be so entered or are to
be excluded from the right of objecting to
the reduction of capital.
(5) If a creditor entered on the list whose debt or

claim is not discharged or has not been determined
does not consent to the reduction, the court may, if
it thinks fit, dispense with the consent of that
creditor, on the company securing payment of his or
her debt or claim by appropriating (as the court may
direct) the following amount if the company–
(a) admits the full amount of the debt or claim

or, though not admitting it, is willing to
provide for it, then the full amount of the
debt or claim;
(b) does not admit, and is not willing to

provide for, the full amount of the debt or
claim, or if the amount is contingent or not
ascertained, then an amount fixed by the
court after the like enquiry and adjudication
as if the company were being wound up by
the court.
(6) If a proposed reduction of share capital involves

the diminution of a liability in respect of unpaid
share capital or the payment to a share-holder of a
paid up share capital, the court may, direct that sub-
sections (3) to (5) shall not apply as regards any
class or any classes of creditors if, having regard to
any special circumstances of the case, it thinks it
proper to do so.
87. Court order confirming reduction
(1) The court may, if satisfied –
(a) with respect to every creditor of the

company who under section 85 of this Act

is entitled to object to the reduction of
capital, that–
(i) his or her consent to the reduction

has been obtained, or
(ii) his or her debt or claim has been

discharged or has determined, or has
been secured; and
(b) that the share capital does not by this

reduction fall below the authorised mini-
mum share capital,
make an order confirming the reduction on such

terms and conditions as it thinks fit.
(2) Where the court so orders, it may also, make an

order requiring the company to publish (as the court
directs) the reasons for the reduction of capital or
such other information in regard to it as the court
thinks expedient with a view to giving proper
information to the public and (if the court thinks fit)
the causes which led to the reduction.
88. Registration of or order and minutes of

reduction
(1) The Registrar on shall, on receipt of a copy of

the order of the court confirming the reduction of the
company’s share capital, and of minutes of the
meeting of the company (approved by the court)
showing, with respect to the company’s share
capital as altered by the order –
(a) the amount of the share capital;
(b) the number of shares into which it is to be

divided, and the amount of each share; and
(c) the amount (if any) at the date of the

registration deemed to be paid up on each
share, register the order and minutes.
(2) On the registration of the order and minutes, the

resolution for reducing share capital as confirmed
by the order so registered shall take effect.
(3) A notice of the registration shall be published in

such manner as the court may direct.
(4) The Registrar shall certify the registration of the

order and minute, and the certificate –
(a) may be signed either by the Registrar or

authenticated by his or her official seal; or
(b) is prima facie evidence that all the

requirements of this Act with respect to the
reduction of share capital have been
complied with, and that the company’s
share capital is as stated in the minutes.
(5) The minutes when registered is deemed to be

substituted for the corresponding part of the
company’s memorandum, and valid and alterable
as if it had been originally contained in it.
(6) The substitution of the minutes for part of the

company’s memorandum is deemed an alteration of
the memorandum.
89. liability of members on reduced shares
(1) Where a company’s share capital is reduced, a

present or past member of the company is not liable
in respect of any share to call or contribution
exceeding in amount the difference, if any, between
the amount of the share as fixed by the minute and
the amount paid on the share or the reduced
amount, if any, which is deemed to have been paid
on it, as the case may be.
(2) Sub-sections (3) and (4) apply if-
(a) a creditor, entitled in respect of a debt or

claim to object to the reduction of share
capital, by reason of his or her ignorance
of the proceedings of reduction of share
capital, or if their nature and effect with
respect to his or her claim, is not entered

on the list of creditors; and
(b) after the reduction of capital, the company

is unable, within the meaning of section
400 of this Act, to pay the amount of its
debt or claim.
(3) A person who was a member of a company at

the date of the registration of the order for reduction
and minutes is liable to contribute for the payment
of the debt or claim in question an amount not
exceeding that which he or she would have been
liable to contribute if the company had commenced
to be wound up on the day before that date.
(4) If a company is wound up, the court, on

application of the creditor in question and proof of
ignorance referred to in sub-section (2)(a), may, if it
thinks fit, settle, accordingly, a list of persons so
liable to contribute, make and enforce calls and
orders on the contributories settled on the list, as if
they were ordinary contributories in a winding up.
(5) Nothing in this section affects the rights of the

contributories among themselves.
90. Penalty for concealing name of creditor etc.
An officer of a company who wilfully –
(a) wilfully conceals the name of a creditor

entitled to object to the reduction of capital;
(b) wilfully misrepresents the nature or

amount of the debt or claim of any creditor;
or
(c) aids, abets or is privy to any conceal-

ment or misrepresentation as is mentioned
in paragraph (a) or (b) of this sub-section,

fine of five thousand dalasis.
SUB-PART 4 - MISCELLANEOUS MATTERS

RELATING TO CAPITAL.
91. Duty of directors on serious loss of capital
(1) Where the net assets of a public company are

half or less of its called up share capital, the
directors shall, not later than thirty days from the
earliest day on which that fact is known to a director
of the company, duly convene an extra ordinary
general meeting of the company for a date, not later
than sixty days from that day, for the purpose of
considering whether any, and if so, what steps
should be taken to deal with the situation.
(2) If there is a failure to convene an extraordinary

general meeting as required by sub-section (1),
each of the directors of the company who –
(a) knowingly and wilfully authorizes or

permits the failure; or
(b) after the expiry of the period during which

that meeting should have been convened,
knowingly and wilfully authorizes or permits
the failure to continue,

(3) Nothing in this section authorizes the consi-

deration, at a meeting convened in pursuance of
sub-section (1), of any matter which could not have
been considered at that meeting apart from this
section.
92. Power to pay interest out of capital in certain

cases
(1) Where shares of a company are issued for the

purposes of raising money to defray the expenses
of the construction of any works or buildings or the
provision of any plant which cannot be made
profitable for a long period, the company may pay
interest on so much of that share capital as is for
the time being paid up for the period, subject to the
conditions and restrictions mentioned in sub-section
(2) of this section, and may charge the same to

capital as part of the cost of construction of the work
or building or the provision of plant.
(3) A payment made under sub-section (1) is

subject to the following conditions and restrictions-
(a) the payment shall not be made unless it is

authorised by the articles or by special
resolution;
(b) the payment, whether authorised by the

articles or by special resolution, shall be
made without the previous sanction of the
Registrar;
(c) before sanctioning the payment the

Registrar, may, at the expense of the
company, appoint a person to inquire and
report to it as to the circumstances of the
case, and may, before making the
appointment, require the company to give
security for the payment of the costs of the
inquiry;
(d) the payment shall be made only for such

period as may be determined by the
Registrar, which shall in no case extend
beyond the close of six months after the
half year during which the works or
buildings have been actually completed or
the plant provided;
(e) the rate of interest shall not exceed the

current bank rate; and
(f) the payment of the interest shall not ope-

rate as a reduction of the amount paid up
on the shares in respect of which it is paid.
PART II - SHARES
SUB-PART 1 - Nature of shares
93. Rights and liabilities attached to Shares
Subject to the provisions of this Act, the rights and

liabilities attaching to the shares of a company–
(a) are dependent on the terms of issue and of

the company’s articles; and
(b) include, notwithstanding anything to the

contrary in the terms or the articles, the
right to attend any general meeting of the
company and vote at the meeting.
94. Shares as transferrable property
The shares or other interests of a member in a

company are property transferable in the manner
provided in the articles of the company.
95.Prohibition of non-voting and weighted

shares
(1) Unless otherwise provided by any other

enactment –
(a) shares issued by a company after the

date of commencement of this Act, carry
the right on a poll at a general meeting of
the company to one vote in respect of each
share, and a company shall not, by its
articles or otherwise, authorize the issue of
shares which carry more than one vote in
respect of each share or which do not carry
any right to vote; and
(b) where, at the commencement of this Act,

any share of a company carries more than
one vote or does not carry any vote at a
general meeting of the company, the share
is deemed, as from the appointed day, to
carry one vote only.
(2) Where a company fails to comply with any of

the provisions of this section, the company and any
officer in default commits an offence and is liable on
conviction to a daily default fine of five hundred
dalasis and any resolution passed in contravention
of this section is void.
(3) Nothing in this section affects a right attached to

a preference share under section 122 of this Act.
SUB-PART 2 - ISSUE OF SHARES
96. Power of companies to issue shares
Subject to any limitation in the articles of a

company with respect to the number of shares
which may be issued, and any pre-emptive rights
prescribed in the articles in relation to the shares, a
company has the power, at such times and for such
consideration as it shall determine, to issue shares
up to the total number authorised in the
memorandum.
97. Issue of classes of shares
(1) A company may where so authorised by its

articles, issue classes of shares.
(2) Shares shall not be treated as being of the

same class, unless they rank equally for all pur-
poses.
98. Issue with rights Attached
Without prejudice to any special rights previously

conferred on the holders of any shares or class of
shares, shares in a company may be issued with
such preferred, deferred or other special rights or
such restrictions, whether with regard to dividend,
return of capital or otherwise, as the company may,
from time to time, determine by ordinary resolution.
99. Issue of shares at a premium
(1) The shares of a company may be issued at a

premium.
(2) Where a company issues shares at a premium,

whether for cash or otherwise, a sum equal to the
aggregate amount or value of the premium on those
shares shall be transferred to an account, to be
called “the share premium account”, and the
provisions of this Act relating to the reduction of the
share capital of a company shall, except as
provided in this section, apply as if the share
premium account were paid up share capital of the
company.
(3) Notwithstanding anything to the contrary in

sub-section (2), the share premium account may be
applied by the company-
(a) in paying up unissued shares of the

company to be issued to members of the
company as fully paid bonus shares;
(b) in writing off –
(i) the preliminary expenses of the

company; or
(ii) the expenses of, or the commission

paid or discount allowed on, any
issue of shares of the company; or
(c) in providing for the premium payable on

redemption of any redeemable share of
the company.
(4) Where a company has, before the commen-

cement of this Act, issued any shares at a premium,
the provisions of this section shall apply as if the
shares had been issued after the commencement of
this Act, provided that any part of the premium
which has been so applied that it does not at the
commencement of this Act form an identifiable part
of the company’s reserves, within the meaning of
the Second Schedule to this Act, shall be
disregarded in determining the sum to be included
in the share premium account.
. 100. Issue of shares at a discount
(1) Subject to the provisions of this section, for a

company may issue at a discount shares in the
company of a class of shares already issued if-
(a) the issue of the shares at a discount is

authorised by resolution passed in general
meeting of the company, and thereafter is
sanctioned by the court;
(b) the resolution specifies the maximum rate

of discount at which the shares are to be
issued; and
(c) the shares to be issued at a discount are

issued within the month after the date on
which the issue is sanctioned by the court
or within such extended time as the court
may allow.
(2) Where a company has passed a resolution

authorizing the issue of shares at a discount, it may
apply to the court for an order sanctioning the issue,
and on the application the court, having regard to all
the circumstances of the case, may, if it thinks fit to
do so and may on such terms and conditions as it
may impose, make an order sanctioning the issue.
(3) A prospectus relating to the issue of the shares,

shall contain particulars of the discount allowed on
the issue of the shares or of so much of that
discount as has not been written off at the date of
the issue of the prospectus.
(4) If default is made in complying with sub-section

(3) of this section, the company and every officer of
the company who is in default commit an offence
and are liable on conviction to a fine of fifty dalasis
for everyday during which the default continues.
101. Issue of redeemable preference shares
Subject to the provisions of section 137 of this Act,

a company limited by shares may, if so authorised
by its articles, issue preference shares which shall,
or at the option of the company be liable to, be

redeemed.
102. Validation of improperly issued shares
(1) Where a company has purported to issue or

allot shares and the creation, issue or allotment of
those shares was invalid by reason of any provision
of this Act or any other enactment or of the articles
of the company or otherwise; or that terms of issue
or allotment were inconsistent with or unauthorized
by any such provision of this Act, other enactment
or articles, the court may-
(a) on application made by the company or a

holder or mortgagee of those shares or by
a creditor of the company; and
(b) on being satisfied that in all the

circumstances it is just and equitable to
do so,
validate the issue or allotment of those shares or

confirm the terms of the issue and allotment, as the
case may be.
(2) In every case where the court validates an issue

or allotment of shares or confirms the terms of an
issue or allotment in accordance with sub-section
(1), it shall, on payment of the prescribed fees,
make an order which shall be proof of the validation
or confirmation.
(3) On the issue of an order under sub-section (2),

the shares are deemed to have been issued or
allotted on the relevant terms of issue or allotment.
SUB-PART 3 - ALLOTMENT OF SHARES
103. Authority to allot shares
The power to allot shares is vested in the company

which may delegate it to the directors, subject to
any conditions or directions that may be imposed in
the articles or, from time, to time by the company in
general meeting.
104. Method of application and allotment
(1) An application for an allotment of issued shares

of a company shall–
(a) in the case of a private company or a

public company where the issue of shares
is not public, be submitted to the company
a written application signed by the person
wishing to purchase shares and indicating
the number of shares required; and
(b) in the case of a public company, where the

issue of shares is public, be returned to the
company in the form prescribed in the
company’s articles, duly completed and
signed by the person wishing to purchase
shares.
(2) On receipt of an application, a company shall,

where it wholly or partially accepts the application,
make an allotment to the applicant and, within forty-
two days after allotment, notify the applicant of the
fact of allotment and the number of shares allotted
to him or her.
(3) An applicant under this section has the right, at

any time before allotment, to withdraw his or her
application by written notice to the company.
105. Allotment as acceptance of contract
An allotment of shares made and notified to an

applicant in accordance with section 104 of this Act
is an acceptance by the company of the offer by the
applicant to purchase its shares and the contract
takes effect on the date on which the allotment is
made by the company.
106. Payment on Allotment
Subject to sections 114 to 117, of this Act, a

company may, in its articles, make provision with
respect to payments on allotment of its shares.
107. Effect of irregular allotment
(1) An allotment made by a company to an

applicant before the holding of the statutory
meeting, in contravention of the provisions of this
Act, is avoidable
(a) at the instance of the applicant-
(i) within one month after the holding of

the statutory meeting of the company
and not later, or
(ii) where the allotment is made after the

holding of the statutory meeting,
within one month after the date of the
allotment, and not later;
(b) and notwithstanding that the company is in

the course of being wound up.
(2) If a director of a company knowingly contra-

venes, permits or authorizes the contravention of
any of the provisions of this Act with respect to
allotment, he or she is liable to compensate the
company and the allottee respectively for any loss,
damages or costs which the company or the allottee
may have sustained or incurred thereby.
(3) Proceedings to recover any loss, damages or

costs under sub-section (2) shall not be
commenced after the expiration of two years from
the date of the allotment.
108. Returns as to allotment
(1) Whenever a company limited by shares makes

an allotment of its shares, the company shall within
one month thereafter deliver to the Registrar for
registration -
(a) a return of the allotments stating the

number and nominal amount of the shares
comprised in the allotment, the names,
addresses and description of the allottees,
and the amount, if any, paid or due and
payable on each share; and
(b) in the case of shares allotted as fully or

partly paid up otherwise than in cash-
(i) a contract in writing constituting the

title of the allottee to the allotment,
together with any contract of state, or
for services or other consideration in
respect of which that allotment was
made, all contracts being duly
stamped,
(ii) a return stating the number and

nominal amount of shares so allotted,
the extent to which they are to be
treated as paid up, and the
consideration for which they have
been allotted, and
(iii) particulars of the valuation of the

consideration in accordance with
section 116 of this Act, if any.

fine of five hundred dalasis for every day during
(3) In the case of default in delivering to the

Registrar within one month after the allotment any
document required to be delivered by this section,
the company or any officer liable for the default,
may apply to the court for relief, and the court may,
if satisfied that-
(a) the omission to deliver the document was

accidental or due to inadvertence; or
(b) it is just and equitable to grant relief,
make an order extending the time for the delivery of

the document for such period as the court may think
proper.
SUB-PART 4 - COMMISSIONS AND DISCOUNT
109. Prohibition of payment of commissions,

discounts out of shares and capital
(1) Except as provided in section 100 of this Act, a

company shall not apply any of its shares or capital
money, directly or indirectly in payment of any
commission, discount or allowance to any person in
consideration of his or her-
(a) subscribing or agreeing to subscribe,

whether absolutely or conditionally, for any
shares in the company; or
(b) procuring or agreeing to procure sub-

scriptions, whether absolute or condi-
tional, for any shares in the company,
whether the shares or capital money are so applied

by being added to the purchase money of any
property acquired by the company or to the contract
price of any work to be executed for the company,
or the money is paid out of the nominal purchase
money or contract price or otherwise.
(2) Nothing in this section affects the payment of

any brokerage as is usual for a company to pay.
(3) A vendor, promoter, or other person who

receives payment in money or shares from a
company has and is deemed always to have had
power to apply any part of the money or shares so
received in payment of any commission, the
payment of which, if made directly by the company,
would have been legal under this section.
110. Commission in certain cases
(1) A company may pay a commission to any

person in consideration of his or her subscribing or
agreeing to subscribe, whether absolutely or
conditionally, for any shares in the company or
procuring or agreeing to procure subscription,
whether absolute or conditional, for any shares in
the company if -
(a) the payment of the commission is

authorized by the articles;
(b) the commission paid or agreed to be paid

does not exceed ten per cent of the price
at which the shares are issued or the
amount or rate authorized by the articles,
whichever is the less;
(c) in the case of shares offered to the public

for subscription, the amount or rate per
cent of the commission paid or agreed to
be paid is disclosed in the prospectus; or
(d) in the case of shares not offered to the

public for subscription, the amount or
rate per cent of the commission paid or
agreed to be paid-
(i) is disclosed in the statement in lieu

of prospectus, or in a statement in
the prescribed form signed in like
manner as a statement in lieu of
prospectus, and delivered, before
the payment of the commission, to
the Registrar for registration, and
(ii) where a circular or notice, not

being a prospectus inviting sub-
scription for the shares is issued, is
disclosed in that circular or notice;
and
(e) the number of shares which persons have

agreed for a commission to subscribe
absolutely is disclosed in the manner
specified in paragraphs (c) and (d)
paragraph (c) and (9) of this sub-section.
(2) If default is made in delivering to the Registrar

any document required to be delivered to the
commission under this section, the company and
every officer in default commits an offence and shall
be liable on conviction to a fine of five thousand
dalasis.
111. Statement in balance sheet as to com-

mission
(1) Where a company has paid any sum by way of

commission in respect of any shares in the
company, the amount so paid or so much of it as
has not been written off, shall be stated in every
balance sheet of the company until the whole
amount has been written off.

the company and every officer of the company in
default commit an offence and is liable on
conviction to a fine of five hundred dalasis for every
SUB-PART 5 - CALL ON AND PAYMENT FOR SHARES.
112. Call on shares
(1) Subject to the terms of the issue of the shares

and of the articles, the directors may, from time to
time, make calls on the members in respect of any
moneys unpaid on their shares (whether on account
of the nominal value of the shares or by way of
premium) and not by the conditions of allotment of
the shares made payable at fixed times.
(2) No call shall exceed one fourth of the nominal

value of the share or be payable at less than one
month from the date fixed for the payment of the
last preceding call, and each member shall, subject
to receiving at least fourteen days notice specifying
the time or times and place, of payment, pay to the
company at the time or times and place so specified
the amount called on his or her shares, so however
that a call may be revoked or postponed as the
directors may determine.
(3) A call is deemed to have been made at the time

when the resolution of the directors authorising the
call was passed, and may be required to be paid by
instalments.
(4) The joint holders of a share shall be jointly and

severally liable to pay all calls in respect of the
share.
(5) If a sum called in respect of a share is not paid

before or on the day appointed for payment, the
person from whom the sum is due shall pay interest
on the sum from the day appointed for payment to
the time of actual payment at such rate not
exceeding the current bank rate, per annum, as the
directors may determine, but the directors may
waive payment of the interest wholly or in part.
(6) Any sum which by the terms of issue of share

becomes payable on allotment or at any fix date,
whether on account of the nominal value of the
share or by way of premium shall, for the purposes
of these provisions, be deemed to be a call duly
made and payable on the date on which, by the
terms of issue the sum becomes payable, and in
case of non-payment, all the relevant provisions of
this Act as to payment of interest and expenses,
forfeiture or otherwise shall apply as if the sum had
become payable by virtue of a call duly made and
notified.
(7) The directors -
(a) may if they think fit, receive from any

member willing to advance payment, all or
any part of the moneys uncalled and unpaid
on shares held by him or her; and
(b) on all or any of the moneys so advanced,

may, until the sum would not for such
advance, become payable, pay interest at
such rate not exceeding the current bank
rate per annum as may be agreed on
between the directors and the member
paying the sum in advance unless the
company in general meeting shall otherwise
direct.
. 113. Reserve liability of company having share

capital
(1) A company limited by shares may by special

resolution determine that any portion of its share
capital which has not already been called up is not
capable of being called up except in the event and

for the purposes of the company being wound up.
(2) On the passing of a special resolution under

sub-section (1) of this section, that portion of its
share capital is not be capable of being called up,
except in the event and for the purposes specified
in this section.
114. Payment of shares
Subject to sections 115 and 116 of this Act, the

shares of a company and any premium on them
shall be paid up in cash, or where the articles so
permit, by a valuable consideration other than cash.
115. Meaning of payment in cash
(1) Shares are not deemed to have been paid for in

cash except to the extent that the company has
actually received cash for them at the time of, or
subsequently to, the agreement to issue the shares.
(2) Where shares are issued to a person who has

sold or agreed to sell property or rendered or
agreed to render services to the company or to
persons nominated by him or her, the amount of
any payment made for the property or services shall
be deducted from the amount of any cash payment
made for the shares and only the balance (if any)
shall be treated as having been paid in cash for the
shares, notwithstanding any exchange of cheques
or other securities for money.
116. Payment other than in cash
(1) A company that agrees to accept payment for

its shares otherwise than wholly in cash, shall
appoint an independent valuer who shall determine
the true value of the consideration other than cash
and prepare and submit to the company a report on
the value of the consideration.
(2) The value is entitled to require from the officers

of the company such information and explanation
as he or she thinks necessary to enable him or her
carry out the valuation or make the report under

sub-section (1).
(3) The company shall, not more than three days

after the receipt by it of the valuer’s report, send a
copy of the report to the proposed purchaser of
shares, and indicate to the proposed purchaser
whether or not it intends to accept the consideration
as payment or part-payment for its shares.
(4) A company shall not accept as payment or part-

payment for its shares consideration other than
cash, unless the cash value of the consideration as
determined by the valuer is worth at least as much
as may be credited as paid up in respect of the
shares allowed to the proposed purchaser.
(5) A valuer who, in his or her report or otherwise,

knowingly or recklessly makes a statement which is
misleading, false or deceptive in a material parti-
cular commits an offence and is liable on conviction
to a fine of twenty thousand dalasis or imprisonment
for a term of twelve months, or to both the
imprisonment and fine.
(6) In this section “valuer” means an auditor, a

valuer, a surveyor or an accountant, not being a
person in the employment of the company or an
agent or associate of the company or any of its
directors or officers.
117. Power to pay different amounts on shares
A company may, to the extent to which it is so

authorized by its articles -
(a) make arrangements on the issue of

shares for a difference between the
shareholders in the amounts and times of
payment of calls on their shares;
(b) accept from any member the whole or a

part of the amount remaining unpaid on
any shares held by him or her, although no
part of that amount has been called up;
and
(c) pay dividend in proportion to the amount

paid up on each share where a larger
amount is paid up on some shares than on
others.
SUB-PART 6 - LIEN AND FORFEITURE OF SHARES
118. Lien on share
(1) A company has a first and paramount lien–
(a) on every share, not being a fully paid

share, for all moneys, whether currently
pay-able or not) called or payable at a
fixed time in respect of that share; and
(b) on all shares other than fully paid shares

standing registered in the name of a single
person for all moneys presently payable by
him or her or his or her estate to the
company,
but the directors may at any time declare any share

to be wholly or in part exempt from the provisions of
this sub-section.
(2) A company’s lien, if any, on a share extends to

all dividends payable on it.
(3) A company may sell, in such manner as the

directors thinks fit, any shares on which the
company has a lien, but no sale shall be made-
(a) unless a sum in respect of which the lien

exists is currently payable; or
(b) until the expiration of fourteen days after

a notice in writing, stating and
demanding payment of such part of the
amount in respect of which the lien exists
as is currently payable, has been given
to the registered holder for the time being
of the shares, or the person entitled to
them by reason of the holder’s death or
bankruptcy.
(4) For the purpose of giving effect to a sale under

this section, the directors may authorise some
person to transfer the shares sold to the purchaser
of the shares, and the purchaser shall be registered
as the holder of the shares comprised in the
transfer.
(5) The purchaser is not bound to see to the

application of the purchase money, and his or her
title to the shares is not affected by any irregularity
or invalidity in the proceedings in reference to the
sale.
119. Forfeiture of shares
(1) If a member fails to pay a call or instalment of a

call on the day appointed for payment, the directors
may, at any time thereafter during such time as any
part of the call or instalment remains unpaid, serve
a notice on the member requiring payment of so
much of the call or instalment as is unpaid, together
with any interest which may have accrued.
(2) The notice shall-
(a) name a further day, not earlier than the

expiration of fourteen days from the date
of service of the notice on or before which
the payment required by the notice is to be
made; and
(b) state that in the event of non-payment at

or before the time appointed, the shares in
respect of which the call was made is
liable to be forfeited.
(3) If the requirements of notice as is mentioned in

sub-section, (1) and (2) are not complied with, any
share, in respect of which notice had been given,
may at any time thereafter, before the payment
required by the notice has been made, be forfeited
by a resolution of the directors to that effect.
(4) A forfeited share may be sold or otherwise

disposed of, on such terms and in such manner, as
the directors think fit, and at any time before a sale
or disposition, the forfeiture may be cancelled on

such terms as the directors think fit.
(5) A person whose shares have been forfeited

shall cease to be a member in respect of the
forfeited shares, but shall, notwithstanding, remain
liable to pay to the company all moneys which, at
the date of forfeiture, were payable by him or her to
the company in respect of the shares, but his or her
liability shall cease if and when the company
receives payment in full of all moneys payable in
respect of the shares.
(6) A statutory declaration that the declarant is a

director or the secretary of the company, and that a
share in the company has been duly forfeited on a
date stated in the declaration, is prima facie
evidence of the facts stated in it as against all
persons claiming to be entitled to the shares.
(7) A company may receive the consideration, if

any, given for the shares on any sale or disposition
of the shares and may execute a transfer of the
shares in favour of the person to whom the share
sold or disposed of. shall-
(a) be registered as the holder of the share;

and
(b) not be bound to see to the application of

the purchase money, if any, and his or her
title to the share is affected by any
irregularity or invalidity in the proceedings
in reference to the forfeiture, sale of
disposal of the share.
(8) A person in whose favour a transfer is executed

under sub-section (7).
(9) The provisions of this section as to forfeiture

apply in the case of non-payment of any sum which,
by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal
value of the share or by way of premium, as if the
sum had been payable by virtue of a call duly made
and notified.
SUB-PART 7 - CLASSES OF SHARES
120. Power to vary rights
(1) If at any time the share capital of a company is

divided into different classes of shares under
section 97 of this Act, the rights attached to any
class, unless otherwise provided by the terms of
issue of the shares of that class, may, whether or
not a company is being wound up, be varied-
(a) with the consent, in writing, of the holders

of three-quarters of the issued shares of
that class; or
(b) with the sanction of a special resolution

passed as a separate general meeting of
the holders of the shares of the class.
(2) The provisions of this Act relating to general

meetings shall apply to every separate general
meeting as is mentioned in sub-section (1) of this
section, so however that-
(a) the necessary quorum shall be two

persons at least holding or representing by
proxy one-third of the issued shares of the
class; and
(b) any holder of shares of the class present

in person or by proxy may demand a poll.
(3) The rights conferred on the holders of the

shares of any class issued with preferred or other
rights are not, unless otherwise expressly provided
by the terms of issue of the shares of that class, be
deemed to varied by the creation or issue of further
shares ranking pari passu with them.
121. Application for cancellation or variation
(1) Where in pursuance of section 120 of this Act,

the rights attached to any class of shares are at any
time varied, the holders of not less in the aggregate
than fifteen per cent of the issued shares of that
class, being persons who did not consent to or vote

in favour of the resolution for the variation, may
apply to the court to have the variation cancelled
and, where an application is made, the variation
shall not have effect, unless and until it is confirmed
by the court.
(2) An application to the court under this section-
(a) shall, in a proper case, be made within

twenty-one days after the date on which
the consent was given or the resolution
was passed, as the case may be; and
(b) may be made on behalf of the

shareholders entitled to make the
application or by such one or more of their
number as they may appoint in writing for
the purpose.
(3) If on application, the court, after hearing the

applicant and any other persons applying to it be
heard and appearing to be interested in the
application, is satisfied that the variation would
unfairly prejudice the shareholders of the class
represented by the applicant, the court, having
regard to all the circumstances of the case, may
disallow the variation, and shall, if not satisfied,
confirm the variation.
(4) The decision of the court on an application

under this section is final.
(5) A company shall, within fifteen days after the

making of an order by the court on an application to
it under this section, forward a copy of the order to
the Registrar and if default is made in complying
with the provisions of this sub-section, the company
and every officer of the company who is in default
commit an offence and is liable on conviction to a
fine of five hundred dalasis for every day during
(6) In this section, “variation” includes abrogation,

and cognate expressions shall be constructed
accordingly.
122. Rights of a preference share to more than

one vote
(1) Notwithstanding section 95 of this Act, the

articles may provide that preference shares issued
after the commencement of this Act shall carry the
rights to attend general meetings and, on a poll at
the meetings, to more than one vote per share in
the following circumstances, but not otherwise-
(a) on a resolution during such period as the

preferential dividend or any part of it
remains in arrear and unpaid, such period
starting from a date not more than twelve
months or such lesser period as the articles
may provide, after the due date of the
dividend;
(b) on a resolution which varies the rights

attached to shares;
(c) on a resolution to remove an auditor of the

company or to appoint another person in
place of the auditor; or
(d) on a resolution for the winding up of the

company or during the winding up of the
company.

this Act, a special resolution of a company
increasing the number of shares of any class may
validly resolve that an existing class of preference
shares shall carry the right to such votes additional
to one vote per share as is necessary in order to
preserve the existing ratio which the votes
exercisable by the holders of the preference shares
at a general meeting of the company bear to the
total votes exercisable at the meeting.
(3) For the purposes of sub-section (2), a dividend

is deemed to be due on the date appointed in the
articles for the payment of the dividend for any year
or other period, or if no date is appointed, on the
day immediately following the expiration of the year
or other period, and whether or not such dividend

has been earned or declared.
123. Construction of class rights
In construing the provisions of a company’s articles

in respect of the rights attached to shares, the
following rules of construction shall be observed -
(a) unless the contrary intention appears, no

dividend shall not be payable on any
shares, unless the company shall resolve
to declare such dividend;
(b) unless the contrary intention appears, a

fixed preferential dividend payable on any
class of shares is cumulative, that is to say,
a dividend shall not be payable on any
share ranking subsequent to them until all
the arrears of the fixed dividend have been
paid;
(c) unless the contrary intention appears, in a

winding up, arrears of any cumulative
preferential dividend, whether earned or
declared or not are payable up to the date
of actual payment in the wind-up;
(d) if any class of shares is expressed to

have a right to a preferential dividend, then,
unless the contrary intention appears, the
class has no further right to participate in
dividends;
(e) if any class of shares is expressed to

have preferential rights to payment out of
the assets of the company in the event of
winding up, then, unless the contrary
intention appears, that class has no further
right to participate in the distribution of
assets in the winding up;
(f) in determining the rights of the various

classes to share in the distribution of the
company’s property on a winding up,
regard shall not be paid, unless the
contrary intention appears, to whether or

not the property represents accumulated
profits or surplus which would have been
available for dividend while the company
remained a going concern;
(g) subject to this section, all shares rank

equally in all respects, unless the contrary
intention appears in the company’s articles.
SUB-PART 8 - NUMBERING OF SHARES
124. Shares to be numbered
(1) A share in a company having a share capital

shall be distinguished by its appropriate number.
(2) If at any time all the issued shares in a company

or all of its issued shares of a particular class, are
fully paid up and rank pari passu for all purposes,
none of those shares need thereafter have a
distinguishing number provided as it remains fully
paid up and ranks pari passu for all purposes with
all shares of the same class for the time being
issued and fully paid up.
SUB-PART 9 - SHARE CERTIFICATES
125. Issue of share certificates
(1) A company shall, within two months after the

allotment of any of its shares and within three
months after the date on which a transfer of those
shares is lodged with the company, complete and
have ready for delivery the certificates of all shares
allotted or transferred, unless the conditions of
issue of the shares otherwise provide.
(2) A person whose name is entered as a member

in the register of members is entitled without
payment to receive, within three months of
allotment or lodgement of transfer or within such
other period as the conditions of issue provide-
(a) one certificate for all his or her shares; or
(b) several certificates each for one or more of

his or her share,
on payment of such fee as the directors shall, from

time to time, determine.
(3) A certificate issued by a company shall-
(a) be under the company’s seal; and
(b) specify the shares to which it relates and

the amount paid up on them.
(4) A company is not bound, in the case of shares

held jointly by several persons, to issue more than
one certificate, and delivery of a certificate for
shares to one of several joint holders is sufficient
delivery to all the holders.
(5) If a share certificate is defaced, lost or

destroyed, it may be replaced on such terms, if any,
as to evidence and indemnity and the payment of
out-of-pocket expenses of the company for
investigating evidence as the directors think fit.
(6) If a company, on which a notice has been

served requiring it to make good any default in
complying with the provisions of sub-section (1),
fails to make good the default within ten days after
the service of the notice, the court may, on the
application of the person entitled to have the
certificate delivered to him or her, make an order
directing the company and any officer of the
company to make good the default within such time
as may be specified in the order.
(7) An order made under sub-section (6) may

provide that all costs of and incidental to the
application shall be borne by the company or by any
officer of the company responsible for the default.

conviction to a fine of five hundred dalasis for every
(9) In this section, “transfer” means a transfer duly

stamped and otherwise valid, but does not include a
transfer which, under this Act, a company is for any
reason entitled to refuse to and does not, register.
126. Effect of share certificate
(1) A certificate, under the common seal of the

company, specifying a shares held by a member,
shall be prima facie evidence of the title of the
member to the shares.
(2) If a person changes his or her position to his or

her detriment in good faith on the continued
accuracy of the statements made in a certificate,
the company is stopped from denying the continued
accuracy of the statements and shall compensate
the person for any loss suffered by him or her in
reliance on them and which he or she would not
have suffered had the statements been or
continued to be accurate.
(3) Nothing contained in sub-section (2) shall

derogate from any right the company may have to
be indemnified by any other person.
127. Probate, etc. as evidence of grant
The production to a company of a document which

is by law sufficient evidence of probate of the will, or
letters of administration of the estate, or
confirmation as executor, of a deceased person
having been granted to some person, shall be
accepted by the company as sufficient evidence of
the grant, notwithstanding anything in its articles to
the contrary.
128. Abolition of share warrants
(1) As from the date of commencement of this Act,

a company shall not issue share warrants.
(2) A company shall, within a period of thirty days

from the date of commencement of this Act, cancel
any share warrants previously issued by it which
are still valid on that date and enter in its register of
members the names and relevant particulars of the

bearers of the share warrants.
(3) A person whose name is entered in a com-

pany’s register of members by virtue of sub-section
(2) of this section, is deemed to be a member of the
company with effect from the date on which the
share warrant thereby cancelled, was issued.
SUB-PART 10 - CONVERSION OF SHARES INTO STOCK
129. Conversion of share into stock
(1) The provisions of this section shall apply with

respect to the conversion of all or any of the shares
of a company into stock and the recon-version of
the stock into shares under the provisions of section
79 of this Act.
(2) The conversion of any paid-up shares into stock

and the recon version of any stock into paid-up
shares shall be by ordinary resolution of the
company at a general meeting.
(3) The holders of stock may transfer the stock, or

any part of it in the same manner, and subject to the
same conditions, as and subject to which the
shares from which the stock arose might, previous
to the conversion, have been transferred, or as near
to it as circumstances admit.
(4) The directors may, from time to time, fix the

minimum amount of stock transferable under sub-
section (3), so however that the minimum amount
shall not exceed the nominal amount of the shares
from which the stock arose.
(5) The holders of stock shall, according to the

amount of stock held by them, have the same
rights, privileges and advantages as regards divi-
dends, voting at meeting of the company and other
matters as if they held the shares from which the
stock arose.
(6) A privilege or an advantage, except participation

in the dividends and profit of the company and in
the assets on winding-up shall not be conferred

under sub-section (5) by an amount of stock which
would not, if existing in shares, have conferred that
privilege or advantage.
(7) The articles of the company that are applicable

to paid-up shares shall apply to stock, and the
words “shares” and “shareholder” in those articles
include “stock” and “stockholder” respectively.
SUB-PART XI – TRANSFER AND TRANSMISSION
130. Transfer of Shares
(1) The transfer of a company’s share shall be by

instrument of transfer and, except as expressly
provided in the articles, transfer of shares shall be
without restrictions.
(2) Notwithstanding anything in the articles of a

company, a company shall not register a transfer of
shares, unless a proper instrument of transfer has
been delivered to the company.
(3) Nothing in this section shall prejudice the power

of the company to register, as share-holder,
aperson to whom the right to any share in the
company has been transmitted by operation of law.
(4) The instrument of transfer of a share shall be

executed by or on behalf of the transferor and
transferee, and the transferor is deemed to remain
a holder of the share until the name of the
transferee is entered in the register of members in
respect of the share.
(5) Subject to such of the restrictions of a

company’s articles as may be applicable, any
member may transfer all or any of his or her shares
by instrument in writing in any usual or common
form or any other form which the directors may
approve.
131. Entry in register of transfers
(1) On the application of the transferor of a share or

an interest in a company, the company shall enter
in its register of members, the name of the

transferee in the same conditions as if the
application for the entry were made by the
transferee.
(2) Until the name of the transferee is entered in

the register of members in respect of the transferred
shares, the transferor is, so far as concerns the
company, deemed to remain the holder of the
shares.
(3) The company may refuse to register the

transfer of a share, other than a fully paid share, to
a person of whom they do not approve, and may
also refuse to register the transfer of a share on
which a company has a lien.
(4) The company may refuse to recognize any

instrument of transfer unless -
(a) a fee as the company may, from time to

time, determine is paid to the company in
respect of the instrument; and
(b) the instrument of transfer is accompanied by

the certificate of the shares to which it
relates and such other evidence, as the
directors may reasonably require, to show
the right of the transferor to make the
transfer; and
(c) the instrument of transfer is in respect of

only one class of shares.
132. Notice of refusal to register
(1) If a company refuses to register a transfer of

any share it shall, within one month after the date
on which the transfer was lodged with it, send
notice of the refusal to the transferee.

conviction to a fine of two thousand dalasis.
133. Transfer by personal representative
A transfer of the share or other interest of a

deceased member of a company made by his or
her personal representative shall, although the
personal representative is not himself or herself a
member of the company, be as valid as if he or she
had been a member at the time of the execution of
the instrument of transfer.
134. Transmission of shares
(1) In case of the death of a member, the survivor

or survivors, where the deceased was a joint holder,
or the legal personal representative of the
deceased, where he or she was a sole holder, are
the only persons recognized by the company as
having any title to his or her interest in the shares;
but nothing in this section releases the estate of a
deceased joint holder from any liability in respect of
any share which had been jointly held by him or her
with other persons.
(2) A person who becomes entitled to a share in

consequence of the death or bankruptcy of a
member may, on such evidence being produced as
may, from time to time, properly be required by the
directors and subject as hereafter provided in this
section, elect-
(a) be registered himself or herself as holder

of the share; or
(b) have some person nominated by him or

her registered as the transferee of the
share,
but the company shall, in either case, have the

same right to decline or suspend registration as
they would have had in the case of a transfer of the
share by that member before his or her death or
bankruptcy, as the case may be.
(3) If a person who becomes entitled to a share

elects to-
(a) be registered himself or herself, the person

shall deliver or send to the company a
notice in writing signed by him or her
stating that he or she so elects; and
(b) have another person registered, he or she

shall testify his or her election by executing
to that person a transfer of the share.
(4) All limitations, restriction and provisions of this

Act and the company’s articles relating to the rights
to transfer and the registration of transfers of share,
are applicable to any such notice or transfer as
mentioned in sub-section (3) as if-
(a) the death or bankruptcy of the member

had not occurred; and
(b) the notice or transfer were a transfer

signed by that member.
(5) A person who becomes entitled to a share by

reason of the death or bankruptcy of the holder, is
entitled to the same dividends and other
advantages to which the person would be entitled if
he or she were the registered holder of the share,
except that he or she is not, unless the articles
otherwise provide, before being registered as a
member in respect of the share, be entitled in
respect of the share to exercise any right conferred
by membership in relation to meetings of the
company.
(6) The directors may at any time give notice

requiring a person specified in sub-section (5) to
elect either to be registered himself or herself or to
transfer the share, and if the notice is not complied
with within ninety days, the directors may thereafter
withhold payment of all dividends, bonuses or other
moneys payable in respect of the share until the
requirements of the notice have been complied
with.
135. Protection of beneficiaries
(1) A person claiming to be interested in any

shares or the dividends or interest on them may
protect his or her interest by serving on the
company concerned a notice and affidavit of
interest.

this Act, the company shall enter on the register of
members, the fact that the notice referred to in sub-
section (1) has been served and shall not register
any transfer or make any payment or return in
respect of the shares contrary to the terms of the
notice until the expiration of forty-two days notice to
the claimant of the proposed transfer or payment.
(3) A company that defaults in complying with this

section, shall compensate any person injured by the
default.
136. Certification of transfer
(1) When the holder of any shares of a company

wishes to transfer, to any person only a part of the
shares represented by one or more certificates, the
instrument of transfer together with the relevant
certificates, shall be delivered to the company with
a request that the instrument of transfer be
recognized and registered.
(2) A company to which a request is made under

sub-section (1), may recognize the instrument of
transfer by endorsing on it the words “certificate
lodged” or words to the like effect.
(3) The recognition by a company of any instrument

of transfer of shares in the company shall be taken
as a representation by the company to any person
acting on the faith of the recognition that there have
been produced to the company such documents as
on the face of them show a prima facie title to the
shares in the transferor named in the instrument of
transfer, but not as a representation that the
transferor has any title to the shares.
(4) Where a person acts on the faith of a false

recognition by a company made negligently, the
company is under the same liability to that person
as if the recognition has been made fraudulently.
(5) In of this section -
(a) an instrument of transfer is deemed to be

recognized if it bears the words “certificate
lodged” or words to the like effect;
(b) the recognition of an instrument of transfer

shall be deemed to be made by a company
if -
(i) the person issuing the instrument is a

person authorized to issue certificated
instruments of transfer on the
company’s behalf, and
(ii) the recognition is signed by a person

authorized to recognize transfers of
shares on the company’s behalf or by
any officer or servant of the company
or of a body corporate so authorized;
and
(c) a recognition is deemed to be signed by a

person if -
(i) it purports to be authenticated by his

or her signature or initials, whether
handwritten or not, and
(ii) it is not shown that the signature or

initials was or were placed there by
any person other than him or her or a
person authorized to use the
signature or initials for the purpose of
transfers on the company’s behalf.
SUB-PART 12 - TRANSACTIONS BY COMPANY IN

RESPECT OF ITS OWN SHARES
137. Redemption of redeemable preference

shares
(1) The provisions of this section apply to the

redemption by a company of any redeemable
preference shares issued by it under section 101 of
this Act.
(2) The shares are not be redeemed, unless they

are fully paid, and redemption shall be made only
out of -
(a) profits of the company which would

otherwise be available for dividend; or
(b) the proceeds of a fresh issue of shares

made for the purposes of the redemption.
(3) Before shares are redeemed, the premium, if

any, payable on redemption, shall be provided for
out of the profits of the company or out of the
company’s share premium account.
(4) Where shares are redeemed, otherwise than

out of the proceeds of a fresh issue, there shall be
transferred, out of profits which would otherwise
have been available for the dividend, to a reserve
fund, to be called “the capital redemption reserve
fund”, a sum equal to the nominal amount of the
shares redeemed, and the provisions of this Act
relating to the reduction of the share capital of a
company shall, except as provided in this section,
apply as if the capital redemption reserve fund were
paid-up share capital of the company.
(5) Subject to the provisions of this section, the

redemption of preference shares under this section
may be affected on such terms and in such manner
as are provided by the articles of the company.
(6) The redemption of preference shares under this

section by a company shall not be taken as
reducing the amount of the company’s authorized
share capital.
(7) Where, in pursuance of this section, a company

has redeemed or is about to redeem any preference
shares, it may issue shares up to the nominal
amount of the shares redeemed or to be redeemed
as if those shares had never been issued, and
accordingly, the share capital of the company shall
not, for the purposes of any enactment relating to
stamp duty, be deemed to be increased by the
issue of shares in pursuance of this sub-section.
(8) Where new shares are issued before the

redemption of the old shares, the new shares shall
not, so far as relates to stamp duty, be deemed to
have been issued in pursuance of this sub-section
(70 of this section, unless the old shares are
redeemed within one month after the issue of the
new shares.
(9) The capital redemption reserve fund may,

notwithstanding anything in this section, be applied
by the company in paying up un issued shares of
the company to be issued to members of the
company as fully paid bonus shares.
138. Prohibition of financial assistance by com-

pany for acquisition of its shares.
(1) Subject to the provisions of this section, where

a person -
(a) is acquiring or is proposing to acquire

shares in a company, the company or
any of its subsidiaries may give financial
assistance directly or indirectly for the
purpose of that acquisition before or at
the same time as the acquisition takes
place; and
(b) has acquired shares in a company and a

liability has been incurred by that or any
other person, for the purposes of the
acquisition, the company or any of its
subsidiaries may give financial assistance
directly or indirectly for the purpose of
reducing or discharging the liability so
incurred.
(2) Nothing in this section shall be taken to

prohibit -
(a) the lending of money by the company in

the ordinary course of its business, where
the lending of money is part of the
ordinary business of a company;
(b) the provision by a company, in accor-

dance with any scheme for the time being
in force, of money for the purchase of, or
subscription for, fully-paid shares in the
company or its holding company, being a
purchase or subscription by trustees of or
for shares to be held by or for the benefit
of employees of the company, including
any director holding a salaried
employment of office in the company;
(c) the giving by a company of loans to

persons, other than directors, bona fide in
the employment of the company with a
view to enabling those persons to
purchase or subscribe for fully-paid
shares in the company or its holding
company, to be held by themselves by
way of beneficial ownership; or
(d) any act or transaction otherwise autho-

rized by law.
(3) If a company acts in contravention of this

section, the company and every officer of the
is liable on conviction to a fine not exceeding five
thousand dalasis.
(4) In this section, financial assistance includes a

gift, guarantee, security or indemnity, loan, any form
of credit and any financial assistance given by a
company, the net assets of which are thereby
reduced to a material extent or which has no net
assets.
139. Special restriction for public companies
(1) In the case of a public company, section 138(2)

of this Act authorizes the giving of financial
assistance only if the company has net assets
which are not thereby reduced or, to the extent that
those assets are thereby reduced, if the assistance
is provided out of distributable profits.
(2) In this section-
“net assets” means the amount by which the

aggregate of the company’s assets exceeds
the aggregate of its liabilities taking the
amount of both assets and liabilities to be as
stated in the company’s accounting records
immediately before the financial assistance is
given; and
“liabilities” includes any amount retained as

reasonably necessary for the purposes of
providing for any liability or loss which is either
likely to be incurred, or certain to be incurred
but uncertain as to amount or as to the date on
which it will arise.
140. Relaxation of section 138 for private

companies
(1) Section 138 of this Act does not prohibit a

private company from giving financial assistance in
a case where the acquisition of shares in question
is or was an acquisition of shares in the company
or, if it is a subsidiary of another private company,
in that other company if the following provisions of
this section, and sections 141 to 143 of this Act are
complied with as respects the giving of that
assistance.
(2) The financial assistance may only be given if

the company has net assets which are not thereby
reduced or, to the extent that they are reduced, if
the assistance is provided out of distributable
profits.
(3) This section does not permit financial assis-

tance to be given by a subsidiary, in a case where
the acquisition of shares in question is or was an
acquisition of shares in its holding company, if it is
also a subsidiary of a public company which is itself
a subsidiary of that holding company.
(4) Unless the company proposing to give the

financial assistance is a wholly-owned subsidiary,
the giving of assistance under this section must be
approved by a special resolution of the company in
general meeting.
(5) Where the financial assistance is to be given by

the company in a case where the acquisition of
shares in question is or was an acquisition of
shares in its holding company, that holding com-
pany and any other company which is both the
company’s holding company and a subsidiary of
that other holding company (except, in a case
where a company which is a wholly-owned
subsidiary) shall also approve, by special resolution
in general meeting, the giving of the financial
assistance.
(6) The directors of the company proposing to give

the financial assistance and, where the shares
acquired or to be acquired are shares in its holding
company, the directors of that company and of any
other company which is both the company’s holding
company and a subsidiary of that other holding
company shall before the financial assistance is
given make a statutory declaration in the prescribed
form complying with section 141 of this Act.
141. Statutory declaration under section 138
(1) A statutory declaration made by a company’s

directors under section 140(6) of this Act shall
contain such particulars of the financial assistance
to be given and of the business of the company of
which they are directors, as may be prescribed, and
shall identify the person to whom the assistance is
to be given.
(2) The declaration shall state that the directors

have formed the opinion, as regards the company’s
initial situation immediately following the date on
which the assistance is proposed to be given, that
there will be no ground on which it could then be
found to be unable to pay its debts, and-
(a) if it is intended to commence the winding

up of the company within twelve months of
that date, that the company will be able to
pay its debts in full within twelve months of
the commencement of the winding up; or
(b) in any other case, that the company will be

able to pay its debts as they fall due during
the year immediately following that date.
(3) In forming their opinion for purposes of sub-

section (2) of this section, the directors shall take
into account the same liabilities including contingent
and prospective liabilities as would be relevant
under the provisions of this Act, on winding up by
the court to the question whether the company is
unable to pay its debts.
(4) The directors’ statutory declaration shall have

annexed to it a report addressed to them by their
company’s auditors stating that -
(a) they have enquired into the state of affairs

of the company; and
(b) they are not aware of anything to indicate

that the opinion expressed by the directors
in the declaration as to any of the matters
mentioned in sub-section(2) of this section
is unreasonable in all the circumstances.
(5) The statutory declaration and auditors’ report

shall be delivered to the Registrar-
(a) together with a copy of any special resolution

passed by the company under section 138 of
this Act and delivered to the Registrar; or
(b) where no resolution is required to be passed,

within fifteen days after the making of the

declaration.

of this section, the company and every officer of the
company who is in default is liable to a fine of
twenty thousand dalasis and, for continued
contravention, to a daily default fine of one hundred
dalasis.
(7) A director of a company who makes a statutory

declaration under section 138 of this Act without
having reasonable grounds for the opinion
expressed in it commits an offence and is liable on
conviction to a fine of twenty thousand dalasis or
imprisonment for a term of six months, or to both
the fine and imprisonment.
142. Special resolution under section 138
(1) A special resolution required by section 138 of

this Act to be passed by a company approving the
giving of financial assistance must be passed on the
date on which the directors of that company made
the statutory declaration required by that section in
connection with the giving of that assistance, or
within the week immediately following that date.
(2) Where a resolution has been passed, an

application may be made to the court for the can-
cellation of the resolution -
(a) by the holders of not less in the aggregate

than ten per cent in nominal value of the
company’s issued share capital or any
class of it; or
(b) if the company is not limited by shares, by

not less than ten per cent of the
company’s members,
but the application shall not be made by a person

who has consented to or voted in favour of the
resolution.
(3) Sub-sections (3) to (8) of section 39 of this Act

apply to applications under this section as to
applications under section 39.
(4) A special resolution passed by a company is

not effective for purposes of section 138 -
(a) unless the declaration made in compliance

with sub-section (6) of that section by the
directors of the company, together with the
auditors’ report annexed to it, is available
for inspection by members of the company
at the meeting at which the resolution is
passed;
(b) if it is cancelled by the court on an

application under this section.
143. Time for giving financial assistance under

section 138
(1) This section applies as to time before and after

which financial assistance may be given by a
company in pursuance of section 138 of this Act.
(2) Where a special resolution is required by

section 138 of this Act to be passed approving the
giving of financial assistance, the assistance shall
not be given before the expiry of the period of four
weeks beginning with -
(a) the date on which the special resolution is

passed; or
(b) where more than one resolution is passed,

the date on which the last of them is
passed,
unless, as respects that resolution or, if more than

one, each of them, every member of the company
which passed the resolution who is entitled to vote
at general meetings of the company voted in favour
of the resolution.
(3) If the application for the cancellation of a

resolution is made under section 142 of this Act, the
financial assistance shall not be given before the

final determination of the application unless the
court otherwise orders.
(4) The financial assistance shall not be given after

the expiry of the period of eight weeks beginning
with -
(a) the date on which the directors of the

company proposing to give the assistance
made their statutory declaration under
section 138 of this Act, or
(b) where the company is a subsidiary and

both its directors and the directors of any of
its holding companies made a declaration,
the date on which the earliest of the
declaration is made,
unless the court, on an application under section

142 of this Act, otherwise orders.
144. Acquisition by accompany of its own

shares
(1) Subject to sub-section (2) and its articles, a

company may not purchase or otherwise acquire
shares issued by it.
(2) A company may acquire its own shares for the

purpose of -
(a) settling or compromising a debt or claim

asserted by or against the company;
(b) eliminating fractional shares;
(c) fulfilling the terms of a non-assignable

agreement under which the company has
an option or is obliged to purchase shares
owned by an officer or an employee of the
company;
(d) satisfying the claim of a dissenting share-

holder; or
(e) complying with a court order.
(3) A company may accept, from any shareholder,

a share in the company surrendered to it as a gift,
but shall not extinguish or reduce a liability in
respect of an amount unpaid on the share, except in
accordance with section 85 of this Act.
145. Conditions for purchase by accompany of

its own shares
Notwithstanding any provision in the articles, a

company shall not purchase any of its own shares,
except on compliance with the following conditions,
that is -
(a) shares shall only be purchased out of

profits of the company which would other-
wise be available for dividend or the
proceeds of a fresh issue of shares made
for the purpose of the purchase;
(b) redeemable shares shall not be pur-

chased at a price greater than the lowest
price at which they are redeemable or shall
be redeemable at the next date thereafter
at which they are due or liable to be
redeemed; and
(c) no purchase shall be made in breach of

section 146 of this Act.
146. Limit on number of shares acquired
A transaction shall not be entered into by or on

behalf of a company whereby the total number of its
shares, or of its shares of any one class, held by
persons, other than the company or its nominees,
becomes less than eighty-five per cent of the total
number of shares, or of shares of that class, which
have been issued.
(2) Redeemable shares shall be disregarded for

the purposes of this section, and where, after
shares of any class have been issued, the number
of those shares has been reduced, this section shall
apply as if the number originally issued, including

shares of that class cancelled before the reduction
took effect, has been the number as so reduced.
147. Enforceability of contract to acquire shares
(1) A contract with a company providing for the

acquisition by the company of shares in the
company is specifically enforceable against the
company, except to the extent that the company
cannot perform the contract without thereby being in
breach of the provisions of section 144 of this Act.
(2) In an action brought on a contract referred to in

sub-section (1), the company has the burden of
proving that performance of the contract is
prevented by the provisions of section 144 of this
Act.
148. Re-issue of shares acquired
Where shares in a company are redeemed,

purchased, acquired or forfeited, the shares shall,
unless the company by alteration of its articles
cancels the shares, be available for re-issue by the
company.
149. Acquisition of Shares of hold-ing company
(1) A company which is a subsidiary may acquire

shares in its holding company where the subsidiary
company is concerned as personal representative
or trustee, unless the holding company or any
subsidiary of it is beneficially interested otherwise
than by way of security for the purposes of a
transaction entered into by it in the ordinary course
of a business which includes the lending of money.
(2) A subsidiary which, at the commencement of

this Act, is a holder of shares of its holding com-
pany, or a subsidiary which acquired shares in its
holding company before it became a subsidiary of
that holding company, may continue to hold such
shares but, subject to sub-section (1) of this section,
shall have no right to vote at meetings of the
holding company or any class of shareholders of
the holding company and shall not acquire any

future shares in it except on a capitalization issue.
PART III - DEBENTURES
In this Part-
"event of default" means an event specified in

a trust deed on the occurrence of which
(a) a security interest constituted by the

trust deed becomes enforceable; or
(b) the principal, interest and other

moneys payable there under
become, or can be declared to be,
payable before maturity,
but the event is not an event of default until all

conditions prescribed in the trust deed in
connection with that event for the giving of
notice or the lapse of time or otherwise have
been satisfied;
"trustee" means a person appointed as

trustee under the terms of a trust deed to
which a company is a party, and includes a
successor trustee; and
"trust deed" means any deed, indenture or

other instrument, including any supplement or
amendment thereto, made by a company after
its incorporation or continuance under this
Act-
(a) under which the company issues

debentures; and
(b) in which a person is appointed as

trustee for the holders of the
debentures issued there under.
151. Application of Part
This Part applies to a trust deed if the debentures

issued or to be issued under the trust deed are part
of a distribution to the public.
SUB-PART 2 - TRUSTEE
152. Conflict of interest
(1) A person shall not be appointed as trustee if

there is material conflict of interest between his or
her role as trustee and his or her role in any other
capacity.
(2) There is a material conflict of interest for the

purpose of sub-section (1) where a person is an
officer or employee, or a shareholder of the com-
pany issuing the debentures.
(3) Within ninety days after a trustee becomes

aware that a material conflict of interest exists in his
or her case, he or she shall-
(a) eliminate the conflict of interest; or
(b) resign from office.
(4) A trust deed, any debentures issued under the

trust deed and a security interest effected thereby
are valid notwithstanding a material conflict of
interest of the trustee.
(5) If a trustee is appointed contrary to sub-section

(1) of this section or continues as a trustee contrary
to sub-section (3), any interested person may apply
to the court for an order that the trustee be
replaced.
(6) The court may, on application made under sub-

section (5), make an order on such terms as it
thinks fit.
153. List of debenture holders
(1) A holder of debentures issued under a trust

deed may on payment to the trustee of a
reasonable fee, require the trustee to furnish, within

fifteen days after delivering to the trustee the
statutory declaration referred to in sub-section (4),
a list setting out-
(a) the names and addresses of the regis-

tered holders of the outstanding deben-
tures of the issuer;
(b) the principal amount of outstanding

debentures owned by each debenture
holder; and
(c) the aggregate principal amount of

debentures outstanding,
as shown in the records maintained by the trustee

on the day that the statutory declaration is deli-
vered to him or her.
(2) Where a debenture holder and a trustee fail to

agree on the reasonable fee to be paid to the
trustee under sub-section (1), they shall refer the
matter to the Registrar for determination and the
Registrar's decision shall be final.
(3) On the demands of a trustee, the issuer of

debentures shall furnish the trustee with the
information required to enable the trustee to comply
with sub-section (1).
(4) If the person requiring the trustee to furnish a list

under sub-section (1) is a body corporate, the
statutory declaration required under that sub-
section shall be made by a director or officer of the
body corporate.
(5) The statutory declaration required under sub-

section (1) shall state-
(a) the name and address of the person

requiring the trustee to furnish the list,
and, if the person is a body corporate, its
address for service; and
(b) that the list will not be used except as

permitted under sub-section (6).
(6) A list obtained under this section shall not be

used by any person except in connection with-
(a) an effort to influence the voting of the

debenture holder;
(b) an offer to acquire debentures; or
(c) any other matter relating to the deben-

tures or the affairs of the issuer or
guarantor of the debentures.
154. Evidence of compliance
An issuer or a guarantor of debentures issued or to

be issue under a trust deed shall, before-
(a) the issue, certification and delivery of

debentures under the trust deed;
(b) the release, or release and substitution, of

property that is subject to a security interest
constituted by the trust deed; or
(c) the satisfaction and discharge of the trust

deed,
furnish the trustee with evidence of compliance with

the conditions in the trust deed.
155. Contents of evidence
Evidence of compliance as required by section 154

of this Act shall consist of-
(a) a statutory declaration or certificate

made by a director or an officer of the
issuer or guarantor of the debentures
stating that the conditions referred to in
that section have been complied with;
and
(b) if the trust deed requires compliance

with conditions that are subject to review

by a legal practitioner, his or her opinion
that those conditions have been
complied with, and
(c) if the trust deed requires compliance with

conditions that are subject to review by
an auditor or accountant, an opinion or
report of the auditor of the issuer or
guarantor, or such other accountant as
the trustee may select, that those
conditions have been complied wit
156. Further evidence
The evidence of compliance referred to in section

154 of this Act shall include a statement by the
person giving the evidence-
(a) declaring that he or she has read and

understands the conditions of the trust
deed described in section 154 of this Act;
(b) describing the nature and scope of the

examination or investigation on which he
or she based the certificate, statement or
opinion, and
(c) declaring that he or she has made such

examination or investigation as he or she
believes necessary to enable him or her
to make the statements or give the
opinion contained or expressed in the
statement.
157. Evidence relating to conditions
On the demand of a trustee, the issuer or guarantor

of debentures issued under a trust deed shall
furnish the trustee with evidence in such form as the
trustee may require as to compliance with a
condition of the trust deed relating to an action
required or permitted to be taken by the issuer or
guarantor under the trust deed.
158. Certificate of compliance
At least once in every twelve months period

beginning on the date of the trust deed and at any
other time on the demand of a trustee, the issuer or
guarantor of debentures issued under the trust deed
shall furnish the trustee with a certificate that the
issuer or guarantor has complied with all
requirements contained in the trust deed that, if not
complied with, would, with the giving of notice,
lapse of time or otherwise, constitute an event of
default, or, if there has been failure to so comply,
giving particulars of that failure.
159. Notice of default
Within thirty days after a trustee under a trust deed

becomes aware of an event of default under the
deed, he or she shall give to the holder of any
debentures issued under the trust deed notice of
the event of default arising under the trust deed and
continuing at the time the notice is given, unless the
trustee reasonably believes that it is in the best
interests of the debenture holder to withhold that
notice and in writing so informs the issuer and
guarantor.
160. Redemption of debenture
(1) Debentures issued, pledged or deposited by a

company are not redeemed by reason only that the
amount in respect of which the debentures are
issued, pledged or deposited is repaid.
(2) Debentures issued by a company and pur-

chased, redeemed or otherwise acquired by the
company may be cancelled, or, subject to any
applicable trust deed or other agreement, may be
re-issued, pledged or deposited to secure an
obligation of the company then existing or thereafter
incurred and any acquisition and re-issue, pledge or
deposit is not a cancellation of the debenture.
161. Duty of care of trustee
A trustee under a trust deed shall, in exercising his

or her powers and discharging his or her duties-
(a) act honestly and in good faith with a view

to the best interests of the holders of the
debentures issued under the trust deed;
and
(b) exercise the care, diligence and skill of a

reasonable prudent trustee.
162. Reliance on statement
Notwithstanding section 161 of this Act, a trustee is

not liable if he or she relies in good faith on
statements contained in a statutory declaration,
certificate, opinion or report that complies with this
Act or the trust deed.
163. No exculpation from duty of care
No term of a trust deed or of an agreement between

a trustee and the holders of debentures issued
there under, or between the trustee and the issuers
or guarantor, operates to relieve a trustee from the
duties imposed upon him or her by section 161 of
this Act.
164. Rights of trustees
(1) The trustee under a trust deed-
(a) holds all contracts, stipulations and

undertakings given to him or her and all
mortgages, charges and securities vested
in him or her, in connection with the
debentures covered by the trust deed, or
some of those debentures, exclusively for
the benefit of the debenture holders
concerned, except in so far as the trust
deed otherwise provides; and
(b) shall exercise due diligence in respect of

the enforcement of the contracts,
stipulations, undertakings, mortgages,
charges and securities he or she holds
and the fulfilment of his or her functions
generally.
(2) A debenture holder may-
(a) sue the company that issued the

debentures he or she holds for payment
of any amount payable to him or her in
respect of the debentures, or
(b) sue the trustee of the trust covering the

debentures he or she holds for
compensation for any breach of the
duties that the trustee owes him or her.
(3) In an action under sub-section (2) it is not

necessary for a debenture holder of the same class,
or, if the action is brought against the company, the
trustee under the covering trust deed, to be joined
as a party.
(4) Subject to sub-section (5), this section

applies notwithstanding anything contained in a
debenture, trust deed or other instrument.
(5) A provision in a debenture or trust deed is

valid and binding on all the debenture-holders of the
class concerned to the extent that, by a resolution
supported by the votes of the holders of at least
three-quarters in value of the debentures of that
class in respect of which votes are cast on the
resolution, the provision enables a meeting of the
debenture-holders to-
(a) release a trustee from liability for a breach

of his or her duties to the debenture-
holders that he or she has already
committed or generally from liability for all
the breaches, without necessarily
specifying them, on his or her ceasing to
be a trustee;
(b) consent to the alteration or abrogation of

any of the rights, powers or remedies of
the debenture holders and the trustee
under the trust deed cove-ring their
debentures, except the powers and
remedies under section 180 of this Act; or
(c) consent to the substitution of debentures of

a different class issued by the company or
any other company or body corporate of
the debentures of the debenture holders,
to consent to the cancellation of the
debentures in consideration of the issue to
the debenture holders of shares credited
and fully paid in the company or any .other
body corporate.
SUB-PART 3 - DEBENTURE TRUST DEEDS
165. Need for trust deed
(1) A public company shall, before issuing any of its

debentures, execute a trust deed in respect of the
debentures and procure the execution thereof by a
trustee.
(2) A trust deed shall not cover more than one class
of debentures, whether or not the trust deed is
required by this section to be executed.
(3) Where a trust deed is required by this sec-

tion to be executed in respect of any debentures
issued by a public company but a trust deed has
not been executed, the court may, on the
application of a holder of any debenture issued by
the company-
(a) order the company to execute a trust deed

in respect of those debentures;
(b) direct that a person nominated by the court

be appointed a trustee of the trust deed;
and
(c) give such consequential directions as the

court thinks fit regarding the contents of
the trust deed and its execution by the
trustee.
166. Kinds of debentures
(1) Debentures belong to different classes if

different rights attach to them in respect of-
(a) the rate of interest or the dates for

payment of interest;
(b) the dates when, or the instalments by

which, the principal of the debentures
will be repaid, unless-
(i) the difference is solely that the

class of debentures will be
repaid during a stated period of
time, and
(ii) particular debentures will be

repaid at different dates during
that period according to selec-
tions made by the company or
by drawings, ballot or other-wise;
(c) a right to subscribe for or convert the

debentures into other shares or other
debentures of the company or any other
body corporate; or
(d) the powers of the debenture holders to

realise any security interest.
(2) In addition to the provisions of sub-section (1),

debentures also belong to different classes if they
do not rank equally for payment when-
(a) any security interest is realised; or
(b) the company is wound up,
that is to say, if, in those circumstances, the security

interest or the proceeds there-of, or assets available
to satisfy the debentures, is or are not to be applied
in satisfying the debentures strictly in proportion to
the amount of principal, premiums and arrears of
interest to which the holders of debentures are
respectively entitled.
167. Cover of trust deed
A debenture is covered by a trust deed if the

debenture holder is entitled-
(a) to participate in any money payable by the

company under the trust deed; or
(b) by the trust deed to the benefit of any

security interest, whether alone or together
with other persons.
168. Exception
Sections 165 to 169 of this Act do not apply to

debentures issued before the coming into force of
this Act or to debentures, forming part of a class of
debentures, some of which were issued before this
Act came into force.
169. Contents of trust deed
(1) A trust deed shall state-
(a) the maximum sum that the company can

raise by issuing debentures of each
specific issue;
(b) the maximum discount that can be allowed

on the issue or reissue of the debentures,
and the maximum premium at which the
debentures can be made redeemable;
(c) the nature of the assets over which a

security interest is created by the trust
deed in favour of the trustee for the benefit
of the debenture holders equally, and,
except where the interest is a floating
charge or a general floating charge, the
identity of the assets subject to it;
(d) the nature of the assets over which a

security interest has been, or will be,
created in favour of a person, other than
the trustee, for the benefit of the debenture

holders equally, and, except where the
interest is a floating charge or a general
floating charge, the identity of the assets
subject to it;
(e) whether the company has created or will

have to create any security interest for the
benefit of some, but not all, of the holders
of debentures issued under the trust deed;
(f) any prohibition or restriction on the power

of the company to issue debentures or to
create any security interest on any of its
assets ranking in priority to, or equally
with, the debentures issued under the trust
deed;
(g) whether the company will have power to

acquire debentures issued under the trust
deed before the date for their redemption
and to re-issue the debentures;
(h) the dates on which interest on the

debentures issued under the trust deed
will be paid, and the manner in which
payment will be made;
(i) the dates on which the principal of the

debentures issued under the trust deed
will be repaid, and, unless the whole
principal is to be repaid to all the
debenture holders at the same time, the
manner in which redemption will be
effected, whether by the payment of equal
instalments of principal in respect of each
debenture or by the selection of
debentures for redemption by the
company, or by drawing, ballot or
otherwise;
(j) in the case of convertible debentures, the

dates and terms on which the debentures
can be converted into shares and the
amounts that will be credited as paid on
those shares, and the dates and terms on
which the debenture holders can exercise

any right to subscribe for shares in right of
the debentures held by them;
(k) the circumstances in which the debenture

holders will be entitled to realise any
security interest vested in the trustee or
any other person for their benefit, other
than the circumstances in which they are
entitled to do so by this Act;
(l) the power of the company and the trustee

to call meetings of the debenture holders,
and the rights of debenture holders to
require the company or the trustee to call
meetings of the debenture holders;
(m) whether the rights of debenture holders

can be altered or abrogated, and, if so, the
conditions that are to be fulfilled, and the
procedures that are to be followed, to
effect an alteration or an abrogation; and
(n) the amount or rate of' remuneration to be

paid to the trustee and the period for which
it will be paid, and whether it will be paid in
priority to the principal, interest and costs
in respect of debentures issued under the
trust deed.
(2) If debentures are issued without a covering

trust deed being executed, the statements required
by sub-section (1) shall be included in each
debenture or in a note forming part of the same
document, or endorsed thereon and in applying that
sub-section, references therein to the trust deed are
to be construed as references to all or any of the
debentures of the same class.
(3) Sub-section (2) does not apply if-
(a) the debenture is the only debenture of the

class to which it belongs that has been or
that can be issued; and
(b) the rights of the debenture holder cannot

be altered or abrogated without his or her

consent.
(4) This section does not apply to a trust deed

or debentures executed or issued before the
coming into force of this Act.
SUB-PART 4 - CREATION OF DEBENTURES AND

DEBENTURE STOCK
170. Power to borrow money, to charge property

and issue debentures
A company may borrow money for the purposes of

its business or objects and may mortgage or charge
its undertaking, property and uncalled capital, or
any part thereof, and issue debentures, debenture
stock and other securities whether outright or as
security for any debt, liability or obligation of the
company or of any third party.
171. Documents of title to debentures or certi-

ficate of debenture stock
(1) A company shall, within sixty day after the

allotment of any of its debentures, or after the
registration of the transfer of any debenture, deliver
to the registered holder of the debenture, the
debenture or a certificate of the debenture stock
under the common seal of the company.
(2) If a debenture or debenture stock certificate is

defaced, lost or destroyed, the company, at the
request of the registered holder of the debenture,
shall issue a certified copy of the debenture or
renew the debenture stock certificate on payment of
the prescribed fee and on such terms as to
evidence and indemnity and the payment of the
company’s out-of-pocket expenses of investigating
evidence as the company may reasonably require.
(3) If default is made in complying with this section-
(a) the company and any officer of the

company who is in default is liable to a
fine; and
(b) the court may, on application by any

person entitled to have the debentures or
debenture stock certificate delivered to
him or her-
(i) order the company to so deliver

the debenture or debenture stock
certificate, and
(ii) require the company and any

officer of the company to bear all
the costs of and incidental to the
application.
172. Effect of statements
(1) A statement made in a debenture or debenture

stock certificate is prima facie evidence of the title to
the debenture of the person named therein as the
registered holder and of the amounts secured
thereby.
(2) If a person changes his or her position to his or

her detriment in reliance, in good faith, on the
continued accuracy of a statements made in the
debenture or debenture stock certificate, the com-
pany-
(a) is stopped in favour of the person from

denying the continued accuracy of the
statements; and
(b) shall compensate the person for any loss

suffered by him or her in reliance the
statement and which he or she would not
have suffered had the statement been or
continued to be accurate.
(3) Nothing in sub-section (2) shall derogate from

any right the company may have to be indemnified
by any other person.
173. Enforcement of contracts relating to

Debentures Enforcement of contracts relating to
debentures
A contract with a company to take up and pay for

the debentures of the company may be enforced by
an order for specific performance.
SUB-PART 5 - TYPES OF DEBENTURES
174. Perpetual debentures
A company may issue perpetual debentures, and,

notwithstanding a rule of equity to the contrary, a
condition contained in any debenture, or in a deed
for securing a debenture, is not invalid by reason
only that the debenture is made irredeemable or
redeemable only on the happening of a
contingency, however remote, or on the expiration
of the period, however long.
175. Convertible debentures
A debenture may be issued on the terms that, in

lieu of redemption or repayment, they may, at the
option of the holder or the company, be converted
into shares in the company on such terms as may
be stated in the debenture.
176. Secured or Naked debentures
(1) A debenture may be secured by a charge over

the company’s property or be unsecured by any
charge.
(2) A debenture may be secured by a fixed charge

on certain of the company’s property or a floating
charge over the whole or a specified part of the
company’s undertaking and assets, or by both a
fixed charge on certain property and a floating
charge.
(3) A charge securing a debenture becomes

enforceable on the occurrence of the events
specified in the debenture or the deed securing the
debenture.
(4) Where legal proceedings are brought by a

debenture holder to enforce the security of a series
of debentures of which he or she holds part, the
debenture holder shall sue in a representative
capacity on behalf of himself or herself and all other
debenture holders of that series.
(5) Where a debenture is secured by a charge, the

provisions of section 186 of this Act relating to
registration of particulars of charges apply.
177. Redeemable debentures
A company limited by shares may issue debenture

which are, or at the option of the company are to be
liable, to be redeemed.
178. Power to re-issue redeemed debentures in

certain cases
(1) Where either before or after the commencement

of this Act, a company has redeemed any
debenture previously issued, then unless -
(a) any provision, express or implied, to the

contrary is contained in the articles or in
any contract entered into by the com-pany;
or
(b) the company has, by passing a resolution

to that effect or by some other act,
manifested its intention that the debenture
shall be cancelled,
the company has, and is deemed always to have

had, power to re-issue the debenture, either by re-
issuing the same debenture or by issuing any other
debenture in its place.
(2) On a re-issue of a redeemed debenture, the

person entitled to the debenture, has, and is
deemed always to have had, the same priorities as
if the debenture had never been redeemed.
(3) Where a company has, either before or after the

commencement of this Act, deposited any of its
debentures to secure advances, from time to time,
on current account or otherwise, the debentures are
not deemed to have been redeemed by reason only
of the account of the company having ceased to be
in debit, whilst the debentures remained so
deposited.
(4) The re-issue of a debenture or the issue of

another debenture in its place under the power
given by this section or deemed to have been
possessed by a company, whether the re-issue or
issue was made before or after the commen-
cement of this Act, is treated as the issue of a new
debenture for the purposes of a stamp duty, but is
not so treated for the purposes of any provision
limiting the amount or number of debentures to be
issued.
(5) A person lending money on the security of a

debenture re-issued under this section which
appears to be duly stamped, may give the deben-
ture in evidence in any proceedings for enforcing
his or her security without payment of the stamp
duty or any penalty in respect thereof, unless he or
she had notice or, but for his or her negligence,
might have discovered, that the debenture was not
duly stamped, in which case the company is liable
to pay the proper stamp duty and penalty.
(6) Nothing in this section prejudices a power to

issue debentures in place of any debentures paid
off or otherwise satisfied or extinguished which, by
its debentures or the securities for the same, is
reserved to accompany.
179. Meetings of debenture holders
(1) The terms of any debenture or trust deed may

provide for the convening of general meetings of the
debenture holders and for the passing, at the
meetings, of a resolution binding on all the
debenture holders of the same class.
(2) Whether or not the debenture or trust deed

contain the provisions referred to in sub-section (1),
the Registrar may at any time direct a meeting of
the debenture holders of any class to be held and
conducted in such manner as the Registrar thinks fit
to consider ancillary or consequential direction as
he or she thinks fit.
(3) Notwithstanding anything contained in a

debenture trust deed, or in any debenture or
contract or instrument, the trustee of a debenture
deed shall, on the request of persons holding, at the
date of the deposit of the requisition debentures
covered by the trust deed which carry not less than
one-tenth of the total voting rights attached to all the
issued and outstanding debentures of that class,
forthwith, proceed duly to convene a meeting of that
class of debenture holders.
SUB-PART 6 - REALISATION OF SECURITY
180. Equity realization
(1) A debenture holder is entitled to realise any

security interest vested in him or her or in any other
person for his or her benefit, if-
(a) the company fails to pay, within one month

after it becomes due-
(i) any instalment of interest,
(ii) the whole or part of the principal, or
(iii) any premium, owing under the

debenture or the trust deed covering
the debenture;
(b) the company fails to fulfil any of the

obligations imposed on it by the debenture
or the trust deed;
(c) any circumstances occur that by the terms

of the debenture or trust deed entitle the
holders of the debenture to realise their
security interest; or
(d) the company goes into liquidation.
(2) A debenture holder whose debenture is secured

by a general floating charge vested in him or her or
the trustee of the covering trust deed or any other
person is additionally entitled to realise his or her
security interest, if-
(a) a creditor of the company issues a process

of execution against any of its assets or
commences proceedings for winding up of
the company by order of a court of
competent jurisdiction;
(b) the company ceases to pay its debts as

they all due;
(c) the company ceases to carry on business;
(d) the company incurs, after the issue of

debentures of the class concerned, losses
or diminution in the value of its assets that
in the aggregate amount to more than one-
half of the total amount owing in respect of
(i) debentures of the class held by the

debenture holder who seeks to
enforce their security interest, and
(ii) debentures whose holders rank

before him or her for payment of
principal or interest, or
(e) any circumstances occur that entitle

debenture holders who rank for payment
of principal or interest in priority to the
debenture secured by the general floating
charge to realise their security interest.
(3) At any time after a class of debenture holders

becomes entitled to realise its security interest, a
receiver of any asset subject to the security interest
or in favour of the class of debenture holders or the
trustee of the covering trust deed or any other
person may be appointed by-
(a) the trustee;
(b) the holders of debentures in respect of

which there is owing more than half of the
total amount owing in respect of all the
debentures of the same class; or
(c) the court, on the application of a trustee or

debenture holder of the class concerned.
(4) A receiver appointed pursuant to sub-section

(3) has, subject to any order made by the court,
power-
(a) to take possession of the assets that are

subject to the security interest and to sell
those assets; and
(b) if the security interest extends to that

property, to-
(i) collect debts owed to the company,
(ii) enforce claims vested in the com-

pany,
(iii) compromise, settle and enter into

arrangements in respect of claims by
or against the company,
(iv) carry on the company's business with

a view to selling it on the most
favourable terms,
(v) grant or accept leases of land and

licences in respect of patents,
designs, copyright, or trade, service or
collective marks, and
(vi) recover capital unpaid on the

company's issued shares.
(5) The remedies given by this section are in

addition to, and not in substitution for, any other
powers and remedies conferred on the trustees
under the trust deed or the debenture holders by

the debentures or the trust deed.
(6) A power of remedy that is expressed in any

instrument to be exercisable if a debenture holder
becomes entitled to realise his or her security
interest, is exercisable on the occurrence of any of
the events specified in sub-section (1) of this
section, or, in the case of a general floating charge,
in sub-sections (1) and (2) of this section, but a
manager of the business or of any of the assets of a
company shall not be appointed for the benefit of a
debenture holder, unless a receiver has also been
appointed and has not ceased to act.
(7) This section applies to debentures issued before

and after the commencement into of this Act.
(8) A provision in an instrument is not valid if it

purports to exclude or restrict the remedies given by
this section.
SUB-PART 7 - FIXED AND FLOATING CHARGES
181. Meaning of floating and fixed charges
(1) A floating charge is an equitable charge over

the whole or a specified part of the company’s
undertakings and assets, including cash and
uncalled capital of the company both present and
future.
(2) A floating charge does not preclude the

company from dealing with the assets until -
(a) the security becomes enforceable and its

holder, pursuant to a power in that behalf in
the debenture or the deed securing the
same, appoints a receiver or manager or
enters into possession of the assets;
(b) the court appoints a receiver or manager of

the assets on the application of the holder;
or
(c) the company goes into liquidation.

(3) On the happening of any of the events

mentioned in sub-section (1), the charge is deemed
to crystallise and to become a fixed equitable
charge on such of the company’s assets as are
subject to the charge, and if a receiver or manager
is withdrawn with the consent of the chargee, or the
chargee withdraws from possession, before the
charge has been fully discharge, the charge is
thereupon deemed to cease to a fixed charge and
again to become a floating charge.
182. Priority of fixed over floating charge
A fixed charge on a property has priority over a

floating charge affecting that property, unless the
terms on which the floating charge was granted
prohibited the company from granting any later
charge having priority over the floating charge and
the person in whose favour the later charge was
granted had actual notice of that prohibition at the
time when the charge was granted to him or her.
(1) Whenever a fixed or floating charge becomes

enforceable, the court may appoint a receiver and,
in case of a floating charge, a receiver and manager
of the assets subject to the charge.
(2) In the case of a floating charge, the court may,

notwithstanding that the charge has not become
enforceable, appoint a receiver or manager if
satisfied that the security of the debenture holder is
in jeopardy.
(3) The security of a debenture holder is deemed to

be in jeopardy if the court is satisfied that events
have occurred or are about to occur which render it
unreasonable in the interests of the debenture
holder that the company should retain power to
dispose of its assets.
(4) A receiver or manager shall not be appointed as

a means of enforcing debentures not secured by a
charge.
184. Advertisement of appointment of receiver

and manager
Where a receiver or a receiver and manager is

appointed by the court, advertisement to this effect
shall be made by the receiver or the receiver and
manager in the Gazette and in two daily
newspapers widely need in The Gambia.
185. Preferential payment to debenture holders

in certain cases
(1) Where-
(a) a receiver is appointed on behalf of the

holders of the debentures of a registered
company secured by a floating charge; or
(b) possession is taken by, or on behalf of those

debenture holders of any property
comprising or subject to the charge; and
(c) the company is not at the time in the

process of being wound up,
the debt, which, in every winding up are to be paid

under the provisions relating to preferential
payments in Chapter X of this Act, in priority to all
other debts, shall be paid out of any assets coming
to the hands of the receiver or other person taking
possession as referred to in this sub-section in
priority to any claim for principal or interest in
respect of the debentures.
(2) In the application of the provisions relating to

preferential payments -
(a) section 481 of this Act shall be

construed as if, the provision for payment
of accrued holiday remuneration beco-
ming payable on the termination of
employment before or by the effect of the
winding-up order or resolution, were a
provision for payment of the remune-
ration becoming payable on the termi-
nation of employment before or by the

effect of appointment of the receiver or
possession being taken as referred to in
sub-section (1) of this section; and
(b) the periods of time mentioned therein shall

be reckoned from the date of the
appointment of the receiver or of posse-
ssion being taken as referred to in sub-
section (1) of this section, as the case may
be, and if the date occurred before the
commencement of this Act, the provisions
relating to preferential payments which
would have applied but for this Act, is
deemed to remain in full force.
(3) A payment made under this section, shall be

recouped, as far as may be, out of the assets of the
company available for payment of general creditors.
SUB-PART 8 - REGISTRATION OF CHARGES
186. Registration of charges
(1) Subject to the provisions of this Part where a

charge to which this section applies is created by a
company, the company shall, within twenty-eight
days after the creation of the charge, lodge with the
Registrar-
(a) a statement of the charge; and
(b) any instrument by which the charge is

created or evidenced; or
(c) a copy of the instrument together with

a statutory declaration verifying the
execution of the charge and also
verifying the copy as being a true copy of
the instrument.
(2) If sub-section (1) is not complied with in

relation to the charge, the charge is void as far as it
purported to create a security interest.
(3) Nothing in sub-section (1) affects any contract

or obligation for repayment of the money secured
by a charge that is void under sub-section (2) and

the money received under the charge becomes
immediately payable.
(4) This section applies to all charges created by a

company, except-
(a) any pledge of, or possessory lien on, or

any security interest in goods;
(b) any charge by way of pledge, deposit or

trust receipt, or bills of lading, dock
warrants or other documents of title to
goods, or of bills of exchange, promissory
notes, or other negotiable securities for
money; and
(c) any charge over moveable assets as

defined by the Security Interest in
Moveable Property Act, 2013.
187. Contents of charge statements
(1) Subject to sub-sections (2) and (3), the

statement referred to in section 186 of this Act shall
contain the following particulars-
(a) the date of the creation of the charge;
(b) the nature of the charge;
(c) the amount secured by the charge, or the

maximum sum deemed to be secured by
the charge in accordance with section 191
of this Act;
(d) short particulars of the property charged;
(e) the persons entitled to the charge; and
(f) in the case of a floating charge, the nature

of any restriction on the power of the
company to grant further charges ranking
in priority to, or equally with, the charge
thereby created.
(2) Where a company creates a series of

debentures containing or giving, by reference to any
other instrument, any charge to the benefit of which
the debenture holders of that series are entitled
equally, it is sufficient if there is lodged with the
Registrar for registration, within twenty-eight days
after the execution of the instrument containing the
charges, or, if there is no instrument, after the
execution of the first debenture of the series, a
statement containing-
(a) the total amount secured by the whole

series;
(b) the dates of the resolutions authorising the

issue of the series and the date of any
covering instrument by which the security
interest is created or defined;
(c) the name of any trustee for the debenture

holders; and
(d) the particulars specified in paragraphs (b),

(d) and (f) of sub-section (1) of this
section.
(3) The statement referred to in sub-section (2)

shall be accompanied by-
(a) the instrument containing the charge or a

copy of that instrument and a statutory
declaration verifying the execution of the
instrument and verifying the copy to be a
true copy; and
(b) there is no instrument, by a copy of one of

the debentures of the series and a
statutory declaration verifying the copy to
be a true copy.
188. Certified copy of instrument
For the purposes of sub-section (1) of section 186

and sub-section (3) of section 187 of this Act, a
certified copy of an instrument or debenture is a
copy of the instrument or debenture that has
endorsed on it a certificate that-
(a) states that the instrument or debenture is

a true and complete copy of the original;
and
(b) is under seal of the company or under the

hand of some person interested in the
instrument or debenture otherwise than
on behalf of the company.
189. Later charges
When a charge requiring registration under sections

186 to 188 of this Act-
(a) is created before the lapse of thirty days

after the creation of a prior unregistered
charge that comprises all or any part of the
property comprised in the prior charge; and
(b) is given as security for the same debt

that is secured by the prior charge or, any
part of that debt,
then, to the extent to which the subsequent charge

is a security for the same debt or part of that debt
and so far as respects the property comprised in
the prior charge, the subsequent charge does not
operate and is not valid, unless it was given in
good faith for the purpose of correcting some
material error in the prior charge or under other
proper circumstances and not for the purpose of
avoiding or evading the provisions of this Chapter.
190. Effect on enactments
Sections 186 to 189 of this Act do not affect any

other enactment relating to the registration of
charges.
191. Fluctuating charges
(1) When a charge, the particulars of which require

registration under section 186, is expressed to
secure all sums due or to become due or some
other fluctuating amount, the particulars required
under paragraph (c) of sub-section (1) of section
187 shall state the maximum sum that is deemed to
be secured by the charge, which shall be the
maximum covered by the stamp duty paid thereon,
and the charge is, subject to sub-section (2), void,
so far as any security interest is created by the
charge, as respects any excess over the stated
maximum.
(2) Where, in respect of a charge on the property of

a company of a kind referred to in sub-section (1) -
(a) any additional stamp duty is later paid on

the charge, and
(b) at any time after that, but before the

commencement of the winding up of the
company, amended particulars of the
charge stating the increased maximum
sum deemed to be secured by the charge,
together with the original instrument by
which the charge was created or
evidenced, are lodged with the Registrar
for registration,
then as from the date of lodgement , the charge, if

otherwise valid, is effective to the extent of the
increased maximum sum, except as regards any
person who, before the date on which the charge
was so lodged, had acquired any proprietary rights
in, or a fixed or floating charge on, the property that
is subject to the charge.
192. Charge on acquisition of property
(1) Where a company acquires a property that is

subject to a charge of any kind that would, if it had
been created by the company after the acquisition
of the property, have been required to be registered
under this Chapter, the company shall within

twenty-eight days after the date on which the
acquisition is completed, lodge with the Registrar
for registration-
(a) a statement of the particulars required by

section 187 of this Act and of the date of
the acquisition of the property; and
(b) the instrument by which the charge was

created or is evidenced or a copy of the
instrument, accompanied by a statutory
declaration as required by section 186 and
certified as provided in section 188 of this
Act.
(2) A failure to comply with sub-section (1) does not

affect the validity of the charge concerned.
193. Responsibility for lodging documents and

particulars
(1) The documents and particulars required to be

lodged for registration may-
(a) in the case of a requirement under section

186 of this Act, be lodged by the company
concerned or by any person interested in
the documents; and
(b) in the case of a requirement under section

192 of this Act, be lodged by the company
concerned.
(2) A person, not being the company concerned,

who lodges documents or particulars for regis-
tration pursuant to sub-section (1)(a) may recover
from the company concerned the amount of any
fees properly payable on the registration if he or she
meets the requirements of sections 186 to 189 of
this Act.
194. Register of charges
(1) The Registrar shall keep a register of all the

charges lodged for registration under this Part and
enter in the register, with respect to those charges,

the following particulars-
(a) in a case to which sub-section (2) of

section 186 applies, such particulars as
are required to be contained in a
statement lodged under that sub-section;
(b) in the case of a requirement under

section 192 of this Act, be lodged by the
company concerned; and
(c) in any other case, such particulars as

are required by section 187 of this Act to
be contained in a statement lodged
under that section.
(2) The Registrar shall issue a certificate of every

registration, stating the amount secured by the
charge, or, in a case referred to in section 191 of
this Act, the maximum amount secured by the
charge, and the certificate is conclusive proof that
the requirements as to registration have been
complied with.
195. Endorsement on debenture
(1) A company shall endorse on every debenture

issued by it-
(a) a copy of the certificate of registration of a

charge related to the debenture; or
(b) a statement that the registration of a charge

related to the debenture has been effected
and the date of the registration.
(2) Sub-section (1) does not apply to a debenture

issued by a company before the charge was
created in relation to the debenture.
196. Satisfaction and payment
(1) Where, with respect to any registered charge-
(a) the debt for which the charge was given

has been paid or satisfied in whole or in

part; or
(b) the property or undertaking charged, or

any part thereof, has been released
from the charge, or has ceased to form
part of the company's property or
undertaking,
the company may lodge with the Registrar a

memorandum of satisfaction, in whole or in part, or
a memorandum of the fact that the property or
under-taking, or any part thereof, has been released
from the charge or has ceased to form part of the
company's property or undertaking, as the case
may be.
(2) Subject to sub-section (3), the Registrar shall

enter in the register, particulars of a memorandum
lodged with him or her under sub-section (1).
(3) The memorandum shall be supported by

evidence sufficient to satisfy the Registrar of the
payment, satisfaction, release or cessation referred
to in sub-section (1).
197. Rectification of error
The court may, on the application of the company or

any person interested, and on such terms and
conditions as seem to the court to be just and
expedient, order that the time for registration of a
charge be extended or that an omission or a
misstatement be rectified if it is satisfied that the
omission to register the charge within the time
required, or that the omission or misstatement of
any particular information with respect to the charge
or in a memorandum-
(a) was accidental or due to inadvertence or

to some other sufficient cause;
(b) is not of a nature to affect adversely the

position of creditors or shareholders; or
(c) that, on other grounds, it is just and

equitable to grant relief.
198. Retention of copy
(1) A company shall retain, at its registered office,

a copy of every instrument creating a charge that
requires registration under this Part but, in the case
of a series of debentures, the retention of a copy of
one debenture of the series is sufficient for the
purposes of this sub-section.
(2) A company shall record all charges specifically

affecting the property of the company, and all
floating charges on the undertaking or any property
of the company, giving, in each case, a short
description of the property charged, the amount of
the charge and the names of the persons entitled
thereto.
199. Inspection of copies
The copies of instruments retained by the company

pursuant to section 198 of this Act shall be kept
open for the inspection of creditors and share-
holders of the company, free of charge.
200. Registration of receiver
( 1) A person who-
(a) obtains an order for the appointment of a

receiver of any of the property of a
company; or
(b) appoints a receiver of any of the property

of a company or enters into possession of
any property of a company under any
powers contained in any charge,
shall, within ten days from the date of the order,

appointment or entry into possession give notice of
his or her action to the Registrar.
(2) The Registrar shall, on receiving a notice under

sub-section (1), enter the fact in the register of the
particulars of charges relating to the company.
(3) When a person who has-
(a) has been appointed a receiver of the

property of a company ceases to act as
receiver; or
(c) has entered into possession of any

property of a company goes out of
possession of that property,
he or she shall, within ten days of his or her having

done so, give notice of his or her so doing to the
Registrar.
(4) The Registrar shall, on receiving a notice under

sub-section (3), enter the notice in the register of
the particulars of charges relating to the company.
201. Application of this Part to foreign company
This Part applies to charges created or acquired

after the coming into force of this Act by an foreign
company, on property in The Gambia in like manner
and with like consequences as if the foreign
company were a company under this Act, whether
or not the foreign company is registered.
CHAPTER IV - MEETINGS AND PROCEEDINGS

OF COMPANIES
PART I – TYPES OF MEETINGS
SUB-PART 1 - STATUTORY MEETING
202. Statutory meeting
(1) A public company shall, within a period of six

months from the date of its incorporation, hold a
general meeting of the members of the company (in
this Act referred to as “the statutory meeting”).
(2) The directors shall, at least twenty-one days

before the day on which the statutory meeting is
held, forward to every member of the company a
copy of the statutory report.
(3) The statutory report shall be certified by not less

than two directors or by a director and the secretary
of the company and shall state-
(a) the total number of shares allotted,

distinguishing shares allotted as fully or
partly paid up otherwise than in cash, and
stating, in the case of shares partly paid
up, the extent to which they are so paid
up, and in either case, the consideration
for which they have been allotted;
(b) the total amount of cash received by the

company in respect of all the shares
allotted and distinguished as specified in
paragraph (a) of this sub-section;
(c) the names, addresses and descriptions of

the directors, auditors, managers, if any,
and secretary of the company;
(d) the particulars of any pre-incorporation

contract, together with the particulars of
any modification or proposed modify-
cation of the contract;
(e) any underwriting contract that has not been

carried out and the reasons for not doing
so;
(f) the arrear if any, due on calls from every

director; and
(g) the particulars of any commission or

brokerage paid in connection with the
issue or sale of shares or debentures to
any director or to the manager.
(4) The statutory report shall also contain an

abstract of the receipts of the company and of the
payments made from them up to a date within
seven days of the date of the report, exhibiting,
under distinctive headings-
(a) the receipts of the company from shares

and debentures and other sources;
(b) the payments made from the receipts and

particulars concerning the balance
remaining in hand; and
(c) an account or estimate of the preliminary

expenses of the company.
(5) The statutory report shall, so far as it relates to

the shares allotted by the company, and to the cash
received in respect of the shares, and to the
receipts and payments of the company on capital
account, be certified as correct by the auditors of
the company.
(6) The directors shall, after forwarding the statutory

report to every member of the company, cause a
copy of the statutory report, certified as required by
this section, to be delivered to the Registrar for
registration forthwith.
(7) The directors shall cause a list showing the

names, descriptions and addresses of the mem-
bers of the company, and the number of shares
held by them, respectively, to be produced at the
commencement of the meeting and to remain open
and accessible to any member of the company
during the continuance of the statutory meeting.
(8) The members of the company present at the

statutory meeting may discuss any matter relating
to the formation of the company, and its
commencement of business or arising out of the
statutory report,
(9) A member who wishes a resolution to be passed

on any matter arising out of the statutory report
shall give further twenty-one days notices from the
date on which the statutory report was received to
the company, of his or her intention to propose the
resolution.
(10) The statutory meeting may adjourn, from time

to time, and at an adjourned meeting a resolution of
which notice has been given in accordance with the
articles, either before or subsequently to the former

meeting, may be passed, and the adjourned
meeting has the same powers as an original
meeting.
203. Non-compliance and penalty.
Without prejudice to the provisions of section 400 of

this Act, if a company fails to comply with the
requirements of section 202 of this Act, the
company and any officer in default commits an
offence and is liable to a fine of five hundred dalasis
for every day during which the default continues.
SUB-PART 2 - GENERAL MEETING
204. Annual general meeting
(1) A company shall in each year hold a general

meeting as its annual general meeting in addition to
any other meetings in that year, and shall specify
the meeting as an annual general meeting in the
notices calling it.
(2) An annual general meeting shall be held within

fifteen months of the date of last annual general
meeting, provided that-
(a) if a company holds its first annual

general meeting within eighteen months
of its incorporation it need not hold it in
that year or in the following year; and
(b) except for the first annual general

meeting, the Registrar may extend the
time within which an annual general
meeting shall be held, by a period not
exceeding three months.
(3) If default is made in holding a meeting of a

company in accordance with this section, the
Registrar may, on the application of any member of
the company call, or direct the calling of, a general
meeting of the company call, and give such
ancillary or consequential directions as the
Registrar thinks expedient, including directions
modifying or supplementing, in relation to the

calling, holding, and conducting of the meeting, the
operation of the company’s articles.
(4) The directions that may be given under sub-

section (3) of this section shall include a direction
that one member of the company present in person
or by proxy may apply to the court for an order to
take a decision which shall bind all the members.
(5) A general meeting held in pursuance of sub-

section (3) shall, subject to any directions of the
Registrar, be deemed to be an annual general
meeting of the company, but, where a meeting to be
held is not held in the year in which the default in
holding the company’s annual general meeting
occurred, the meeting so held, shall not be treated
as the annual general meeting for the year in which
it is held unless at that meeting the company
resolves that it shall be so treated.
(6) Where a company resolves that a meeting shall

be treated as its annual general meeting, a copy of
the resolution shall, within fifteen days after its
passage, be filed with the Registrar.
(7) If default is made-
(a) in holding a meeting of the company in

accordance with sub-section (1), or in
complying with any directions of the
Registrar under sub-section (3), the
company and every officer of the company
who is in default commits an offence and
is liable to a fine of ten thousand dalasis;
and
(b) in complying with sub-section (6), the

company and every officer of the company
who are in default is liable to a fine of ten
thousand dalasis.
205. Businesses transacted at annual general

meeting
A business transacted at annual general meetings

is deemed special business, except-
(a) the declaration of a dividend;
(b) the presentation of the financial state-

ments and the reports of the directors and
auditors;
(c) the election of directors in the place of

those retiring, the appointment; and
(d) the fixing of the remuneration of the

auditors and the appointment of the
members of the audit committee under
section 351of this Act which shall be
deemed ordinary business.
SUB-PART 3 - EXTRA-ORDINARY GENERAL MEETING
206. Extra-ordinary general meeting
(1) The board of directors may convene an

extraordinary general meeting whenever it deems
fit, and if at any time there are not within The
Gambia sufficient directors capable of acting to form
a quorum, any director may convene an
extraordinary general meeting.
(2) An extraordinary general meeting of a company

may be requisitioned-
(a) by any member or members of the

company holding, at the date of the
requisition, not less than one-tenth of the
paid-up capital of the company, as at the
date of the deposit carrying the right of
voting; or
(b) in the case of a company not having a

share capital, by members of the
company representing not less than one-
tenth of the total voting rights to all the
members having at the said date a right
to vote at general meetings of the
company.
(3) The directors shall, on receipt of the requisition,

forthwith proceed duly to convene an extraordinary
general meeting of the company, notwithstanding
anything in its articles.
(4) The requisition-
(a) shall state the objects of the meeting and

be signed by the requisitionist or
requisitionists and deposited at the
registered office of the company; and
(b) may consist of several documents in like

form each signed by one or more
requisitionists.
(5) If the directors do not, within twenty-one days

from the date of the deposit of the requisition,
proceed duly to convene a meeting, the requi-
sitionists, or any one or more of them representing
more than one-half of the total voting rights of all of
them, may themselves convene a meeting, but any
meeting so convened shall not be held after the
expiration of three months from that date.
(6) A meeting convened under this section by a

requisitionist or requisitionists shall be convened in
the same manner, as nearly as possible, as that in
which meetings are to be convened by directors.
(7) Any reasonable expenses incurred by the

requisitionist or requisitionists by reason of the
failure of the directors to duly convene a meeting
shall be repaid to the requisitionists by the
company, and any sum so repaid shall be retained
by the company out of any sums due or to become
due from the company by way of fees or other
remuneration in respect of their services to such of
the directors as were in default.
(8) For the purpose of this section, the directors

are, in the case of a meeting at which a resolution is
to be proposed as a special resolution, deemed not
to have duly convened the meeting if they do not
give such notice as is required by section 208 of
this Act.
(9) A business transacted at an extraordinary

general meeting is deemed to be special business.
. 207. Place of meeting
All statutory and annual general meetings of a

public company shall be held in The Gambia.
PART II - NOTICE OF MEETINGS
208. Length of notice for calling meetings
(1) The notice required for all types of general

meetings from the commencement of this Act shall
be twenty-one days from the date on which the
notice was sent out.
(2) A general meeting of a company is,

notwithstanding that it is called by a shorter notice
than that specified in sub-section (1), deemed to
have been duly called if it is so agreed, in the case
of-
(a) a meeting called as the annual general

meeting, by all the members entitled to
attend and vote at the meeting; and
(b) any other general meeting, by a majority

in number of the members, having a right
to attend and vote at the meeting, being
a majority together-
(i) holding not less than ninety-five per

cent in nominal value of the shares
giving a right to attend and vote at the
meeting, or
(ii) in the case of a company not having

a share capital, together representing
not less than ninety-five per cent of
the total voting rights at that meeting
of all the members.
209. Contents of notice
(1) The notice of a meeting shall specify the place,

date and time of the meeting and the general nature
of the business to be transacted at the meeting in
sufficient detail to enable those to whom it is given
to decide whether to attend or not, and where the
meeting is to consider a special resolution, shall set
out the terms of the resolution.
(2) In the case of notice of an annual general

meeting, a statement that the purpose is to transact
the ordinary business of an annual general meeting
is deemed to be a sufficient specification that the
business is for-
(a) the declaration of dividends;
(b) presentation of the financial state-ments,

reports of the directors and auditors;
(c) the election of directors in the place of

those retiring;
(d) the fixing of the remuneration of the

auditors; and
(e) if the requirements of sections 353 and

354 of this Act are duly complied with,
the removal and election of auditors and
directors.
(3) A business shall not transacted at a general

meeting, unless notice of it has been duly given.
(4) An error or omission in a notice with respect to

the place, date, time or general nature of the
business of a meeting does not invalidate the
meeting, unless the officer of the company
responsible for the error or omission acted in bad
faith and failed to exercise due care and diligence.
(5) Where an error or omission is accidental, the

officer responsible shall effect the necessary
correction either before or during the meeting.
210. Persons entitled to notice.
(1) The following persons are entitled to receive

notice of a general meeting-
(a) every member;
(b) every person on whom the ownership of

a share devolves by reason of his or her
being a legal representative, receiver or a
trustee in bankruptcy of a member;
(c) every director of the company;
(d) every auditor for the time being of the

company; and
(e) the secretary of the company.
(2) No person, other than those mentioned in sub-

section (1), is entitled to receive notices of general
meetings.
211. Service of notice
(1) A notice may be given by the company to any

member, either personally or by sending it by post
to him or her or to his or her registered address, or,
if he or she has no registered address within The
Gambia, to the address, if any, supplied by him or
her to the company for the giving of notice to him or
her.
(2) Where a notice is sent by post, service of the

notice is deemed to-
(a) be effected by properly addressing, pre-

paying, and posting, a letter containing the
notice;
(b) have been effected, in the case of a notice

of a meeting, at the expiration of seven
days after the letter containing the same is
posted; and
(c) be effected, in any other case, at the time

at which the letter would be delivered in

the ordinary course of post.
(3) A notice may be given by the company to the

joint holders of shares by giving the notice to the
joint holder first named in the register of members in
respect of the share.
(4) A notice may be given by the company to the

persons entitled to share in consequence of the
death or bankruptcy of a member-
(a) by sending it through the post in a pre-

paid letter addressed to them by name,
or by the title of representatives of the
deceased, or trustee of the bankrupt, or
by any like description, at the address, if
any, within The Gambia supplied for the
purpose by the person claiming to be so
entitled; or
(b) until an address has been so supplied

under paragraph (a) of this sub-section,
by giving the notice in any manner in
which the notice might have been given if
the death or bankruptcy had not
occurred.
(5) In this section, “registered address” means, in

the case of a member, any address supplied by him
or her to the company for the giving of notice to him
or her.
212. Failure to give notice
(1) A failure to give notice of any meeting to a

person entitled to receive it invalidates the meeting,
unless the failure is an accidental omission on the
part of the person or persons giving the notice.
(2) A failure to give notice to a person entitled to

receive it due to a misrepresentation or misinter-
pretation of the provisions of this Act, or of the
articles, does not amount to an accidental omission
for the purposes of sub-section (1).
213. Additional notice
In addition to the notice required to be given to

those entitled to receive it in accordance with the
provisions of this Act, a public company shall, at
least twenty-one days before a general meeting,
advertise a notice of the meeting in at least two
daily newspapers with wide circulation in The
Gambia.
214. Power of court to order meetings
(1) If for any reason it is impracticable to-
(a) call a meeting of a company or of the

board of directors in any manner in which
a meeting of that company or board may
be called; or
(b) conduct a meeting of the company or

board in the manner prescribed by the
articles or this Act,
the court may, either of its own motion or on the

application of any director of the company or of a
member or members of the company holding not
less than one-tenth of the total voting rights of all
the members, order a meeting of the company or
board, as the case may be, to be called, held and
conducted in such manner as the court thinks fit,
and may, where an order is made, give such
ancillary or consequential directions as it thinks
expedient.
(2) The directions that may be given under sub-

section (1) shall include a direction that-
(a) a member or the members of the

company present in person or by proxy
and holding one-tenth of the total voting
rights of all the member, in the case of a
meeting of the company; and
(b) one director, in the case of the Board,
may apply to the court for an order to take a

decision which shall bind all the member, provided

that the member or director shall notify the company
that he or she intends to take the action.
(3) A meeting called, held and conducted in

accordance with an order under sub-section (1), is
for all purposes be deemed to be a meeting of the
company or of the board of directors duly called,
held and conducted.
PART III - VOTING
215. Procedure of voting
(1) At a general meeting of the company, a

resolution put to the vote shall be decided on a
show of hands, unless a poll is demanded by-
(a) the chairperson, where he or she is a

shareholder or a proxy;
(b) at least three members present in person

or by proxy;
(c) any member or members present in person

or by proxy and representing not less than
one-tenth of the total voting rights of all the
members having the right to vote at the
meeting; or
(d) a member or members holding shares in

the company conferring a right to vote at
the meeting, being shares on which an
aggregate sum has been paid up equal to
not less than one-tenth of the total sum
paid up on all the shares conferring that
right.
(2) Unless a poll is so demanded, a declaration by

the chairperson that a resolution has, on a show of
hands, been carried or carried unanimously, or by a
particular majority, or lost, and an entry to that effect
in the book containing the minutes of the
proceedings of the company, are conclusive
evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of, or
against, the resolution.
216. Right to demand poll.
(1) A provision contained in a company’s articles is

void in so far as it would have the effect either of-
(a) excluding the right to demand a poll at a

general meeting on any question, other
than the election of the chairperson of the
meeting or the adjournment of the
meeting; or
(b) making ineffective a demand, for a poll on

any such question, made by any of the
persons mentioned in section 205 of this
Act.
(2) The instrument appointing a proxy to vote at a

meeting of a company is deemed also to confer
authority to demand or join in demanding a poll,
and, for the purposes of sub-section (1), a demand
by a person as proxy for a member is the same as a
demand by the member.
(3) Notwithstanding section 215 of this Act and sub-

sections (1) and (2), there is no right to demand a
poll on the election of members of the audit
committee under section 351of this Act.
217. Voting on a poll
(1) On a poll taken at a meeting of a company, or a

meeting of any class of members of a company, a
member entitled to more than one vote need not, if
he or she votes, use all his or her votes or cast all
the votes he or she uses in the same way.
(2) Except as provided in sub-section (4), if a poll is

duly demanded, it shall be taken in such manner as
the chairperson directs, and the result of the poll is
deemed to be the resolution of the meeting at which
the poll was demanded.
(3) In the case of an equality of votes, whether on a

show of hands or on a poll, the chairperson of the
meeting at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a

second or casting vote.
(4) A poll demanded on the election of a

chairperson or on a question of adjournment shall
be taken forthwith, and on any other question, shall
be taken at such time as the chairperson of the
meeting directs, and any business other than that
on which a poll has been demanded may be
proceeded with pending the taking of the poll.
218. Right of attendance at general meeting.
(1) Subject to section 219 of this Act, a member

has a right to attend any general meeting of the
company in accordance with the provisions of
(2) In the case of joint holders of shares, the vote of

the senior joint holder who tenders a vote, whether
in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders,
and, for this purpose, seniority shall be determined
by the order in which the names stand in the
register of members.
(3) A member of unsound mind, or in respect of

whom an order has been made by a court having
jurisdiction in lunacy, may vote, whether on a show
of hands or on a poll, by his or her committee,
receiver, curator bonis, or other person in the nature
of a committee, receiver or curator bonis appointed
by that court, and the committee, receiver, curator
bonis or other person may vote by proxy.
219. Attendance at meeting.
A person who is entitled to receive notice of a

general meeting of the company is entitled to attend
the meeting as provided by section 218 of this Act.
220. Objections as to qualification to vote.
An objections shall not be raised to the qualification

of a voter except at the meeting or adjourned
meeting at which the vote objected to is given or
tendered and every vote not disallowed at the

meeting is valid for all purposes, and any objection
made in due time shall be referred to the
chairperson of the meeting, whose decision shall be
final and conclusive.
221. Proxies
(1) A member of a company entitled to attend and

vote at a meeting of the company is entitled to
appoint another person whether a member or not as
his or her proxy to attend and vote instead of him or
her, and a proxy appointment to attend and vote
instead of a member also has the same right as
the member to speak at the meeting:
(2) Unless the articles otherwise provide, sub-

section (1) does not apply in the case of a company
not having a share capital.
(3) There shall appear in a notice calling a meeting

of a company having a share capital, with
reasonable prominence, a statement that-
(a) a member entitled to attend and vote is

entitled to appoint a proxy or, where that is
allowed, two or more proxies, to attend
and vote instead of him or her; and
(b) a proxy need not be a member of the

company.

(3) as respects any meeting, every officer of the
is liable on conviction to a fine of twenty thousand
dalasis.
(5) A provision contained in a company’s articles is

void in so far as it would have the effect of requiring
the instrument appointing a proxy or any other
document necessary to show the validity of or
otherwise relating to the appointment of a proxy, to
be received by the company or any other person
more than forty-eight hours before a meeting or
adjourned meeting in order that the appointment
may be effective at the meeting.
(6) If, for the purpose of a meeting of a company,

invitations to appoint a person, or one of a number
of persons specified in the invitations, as proxy, are
issued at the company’s expense to some only of
the members entitled to be sent notice of the
meeting and to vote by proxy at the meeting, every
officer of the company who knowingly and wilfully
authorises or permits the issue of the invitations as
aforesaid commits an offence and is liable on
conviction to a fine of five thousand dalasis.
(7) An officer is not liable under sub-section (6) by

reason only of the issue to a member at his or her
request in writing of a form of appointment naming
the proxy or of a list of persons willing to act as
proxy if the form or list is available on request in
writing to every member entitled to vote at the
meeting by proxy.
(8) A vote given in accordance with the terms of an

instrument of proxy is valid, notwithstanding-
(a) the previous death or insanity of the

principal;
(b) the revocation of the proxy or of the

authority under which the proxy was
executed; or
(c) the transfer of the share in respect of

which the proxy is given,
if no intimation in writing of the death, insanity,

revocation or transfer as aforesaid has been
received by the company before the commen-
cement of the meeting or adjourned meeting at
which the proxy is used.
(9) The instrument appointing a proxy shall be in

writing-
(a) under the hand of the appointer or of his or

her attorney duly authorised in writing; or
(b) if the appointer is a corporation, either

under seal, or under the hand of an officer
or attorney duly authorised.
(10) The instrument appointing a proxy and the

power of attorney or other authority, if any, under
which it is signed or a certified copy of that power or
authority shall be deposited at the registered office
or head office of the company or at such other place
within The Gambia as is specified for that purpose
in the notice convening the meeting-
(a) not less than forty-eight hours before the

time for holding the meeting or adjourned
meeting, at which the person named in the
instrument proposes to vote; or
(b) in the case of a poll, not less than twenty

four hours before the time appointed for
the taking of the poll,.
(11) An instrument of proxy shall not be treated as

valid if there is a default under sub-section (10).
(12) This section applies to meetings of any class

of members of a company as it applies to general
meetings of the company.
222. Corporation representation at meeting of

companies, etc.
(1) A corporation, whether a company within the

meaning of this Act or not, may, if it is –
(a) a member of another corporation, being

a company within the meaning of this
Act, by resolution of its directors or other
governing body authorise such person
as it thinks fit to act as its representative
at any meeting of the company or at any
meeting of any class of members of the
company;
(b) a creditor, including a debenture holder,

of another corporation, being a company
within the meaning of this Act, by
resolution of its directors or other

governing body authorise such person
as it thinks fit to act as its representative
at any meeting of any creditors of the
company held in pursuance of this Act or
of any rules made under this Act, or in
pursuance of the provisions contained in
any debenture or trust deed, as the case
may be.
(2) A person authorised, as provided in sub-section

(1) of this section, is entitled to exercise the same
powers on behalf of the corporation which he or she
represents as the corporation might exercise if it
were an individual shareholder, creditor or holder of
debentures of that other company.
223. Quorum
(1) Unless otherwise provided in the articles, no

business shall be transacted at any general
meeting, unless a quorum of members is present at
the time when the meeting proceeds to business.
(2) Unless otherwise provided in the articles, the

quorum for the meeting of a company shall be one
third of the total number of members of the
company or twenty-five members, whichever is
less, present in person or by proxy.
(3) Where the number of members referred to in

sub-section (2) is not a multiple of three, then the
number nearest to one-third, and where the number
of members is six or less, the quorum shall be two
members.
(4) For the purpose of determining a quorum, all

members or their proxies shall be counted.
(5) Where there is a quorum at the beginning, but

no quorum later due to some shareholders leaving
for what appears to the chairperson to be sufficient
reasons, the meeting shall be adjourned a date not
later than two weeks from the date of the adjourned
meeting, and if there is no quorum still at the
adjourned meeting, the members present shall then
be the quorum and their decision shall bind all

shareholders and where only one member is
present, he or she may seek direction of the court to
take a decision.
(6) Where a member or members withdraw from

the meeting for what appears to the chairperson to
be insufficient reasons and for purpose of reducing
the quorum, and in fact the quorum is no longer
present, the meeting may continue with the number
present, and their decision shall bind all the
shareholders and where only one member is
present, he or she may seek direction of the court to
take a decision.
PART IV - RESOLUTIONS
224. Resolutions
(1) A resolution is an ordinary resolution when it

has been passed by a simple majority of votes cast
by such members of the company as, being entitled
to do so, vote in person or by proxy at a general
meeting.
(2) Subject to sub-section (3), a resolution is a

special resolution when it has been passed by not
less than three-fourths of the votes cast by such
members of the company as, being entitled to do
so, vote in person or by proxy at a general meeting
of which twenty one days’ notice, specifying the
intention to propose the resolution as a special
resolution, has been duly given.
(3) If it is so agreed by a majority in number of the

members having the right to attend and vote at a
meeting referred to in sub-section (2), being a
majority-
(a) together holding not less than ninety five

per cent in nominal value of the shares
giving that right; or
(b) in the case of a company not having a

share capital, together representing not
less than ninety-five per cent of the total
voting rights at that meeting of all the
members,
a resolution may be proposed and passed as a

special resolution at a meeting of which less than
twenty-one days notice has been given.
(4) At a meeting at which a special resolution is

submitted to be passed, a declaration of the
chairperson that the resolution is carried shall,
unless a poll is demanded, conclusive evidence of
the fact, without proof of the number or proportion of
the votes recorded in favour of or against the
resolution.
(5) In computing the majority of a poll demanded

on the question that a special resolution be passed,
reference shall be had to the number of votes cast
for and against the resolution.
(6) For the purposes of this section, notice of a

meeting is deemed to be duly given and the
meeting to be duly held when the notice is given
and the meeting is held in the manner provided by
this Act or the articles.
(7) A company may, by its articles, provide that any

matter not required by the articles or by this Act to
be passed by a special resolution shall be passed
by an ordinary resolution.
225. Written resolutions
(1) A written resolution signed by all the members if

a private company entitled to attend and vote is as
valid and effective as if passed at a general
meeting.
(2) Subject to the provisions of sub-section (1) of

this section, all resolutions shall be passed at
general meetings and shall not be effective unless
so passed.
226. Circulation of members’ resolution.
(1) Subject to the provisions of this section, a

company shall, on the requisition in writing of such
number of members as is specified in this section

and, unless the company otherwise resolves) at the
expense of the requisitionist-
(a) give, to members of the company entitled

to receive notice of the next annual
general meeting, notice of any resolution
submitted by a member which may
properly be moved and is intended to be
moved at that meeting; and
(b) circulate, to members entitled to have

notice of any general meeting sent to
them, any statement of not more than one
thousand words with respect to the matter
referred to in any proposed resolution or
the business to be dealt with at that
meeting, and where the statement has
more than one thousand words, circulate a
summary of it.
(2) The number of members necessary for a

requisition under sub-section (1) is -
(a) any one or more members representing

not less than one-twentieth of the total
voting rights of all the members having, at
the date of the requisition, a right to vote at
the meeting to which the requisition
relates; or
(b) not less than one hundred members

holding shares in the company on which
there has been paid up an average sum,
per member, of not less than five thousand
dalasis.
(3) Notice of a resolution shall be given, and a

statement shall be circulated, to members of the
company entitled to have notice of the meeting sent
to them, by serving a copy of the resolution or
statement on each member in any manner
permitted for service of notice of the meeting, and
notice of the resolution shall be given to any other
member of the company by giving notice of the
general effect of the resolution in any manner
permitted for giving notice of meetings of the

company.
(4) The copy of a resolution shall be served, or

notice of the effect of the resolution shall be given,
as the case may be, in the same manner and so far
as practicable, at the same time as notice of the
meeting and, where it is not practicable for it to be
served or given at that time, it shall be served or
given as soon as practicable thereafter.
(5) A company is not be bound under this section

to give notice of a resolution or to circulate a
statement unless-
(a) a copy of the requisition signed by the

requisitionists, or two or more copies
which between them contain the signa-
tures of all the requisitionists, is deposited
at the registered office of the company –
(i) in the case of a requisition requiring

notice of a resolution, not less than
six weeks before the meeting, and
(ii) in the case of any other requisition,

not less than one week before the
meeting; and
(b) there is deposited or tendered with the

requisition, a sum reasonably sufficient to
meet the company’s expenses in giving
effect thereto.
(6) If, after a copy of a requisition requiring notice of

a resolution has been deposited at the registered
office of the company, an annual general meeting is
called for a date six weeks or less after the copy
has been deposited, the copy, though not deposited
within the time required by this sub-section, is
deemed to have been properly deposited for the
purposes thereof.
(7) A company is also not be bound under this

section to circulate a statement if, on the appli-
cation of the company or of any person who claims
to be aggrieved, the court is satisfied that the rights

conferred by this section are being abused to
secure needless publicity for defamatory matter, in
which case the court may order the company’s
costs on an application under this section to be paid
in whole or in part by the requisitions,
notwithstanding that the requisitions is not party to
the application.
(8) Notwithstanding anything in the company’s

articles, the business which may be dealt with at an
annual general meeting includes any resolution of
which notice is given in accordance with this section
and for the purposes of this sub-section, notice is
deemed to have been so given, notwithstanding the
accidental omission in giving it to one or more
members.
(9) In the event of any default in complying with the

provisions of this section, every officer of the
is liable on conviction to a fine of five thousand
dalasis.
227. Resolutions requiring special notice
(1) Where by a provision contained in this Act,

special notice is required of a resolution, the
resolution is not effective unless-
(a) notice of the intention to move it has been

given to the company not less than twenty-
eight days before the meeting at which it is to
be moved; and
(b) the company gives its members notice of the

resolution at the same time and in the same
manner as it gives notice of the meeting or, if
that is not practicable, shall give them notice,
either by advertisement in a newspaper having
wide circulation in The Gambia or in any other
mode allowed by the articles, not less than
twenty-one days before the meeting.
(2) If, after notice of the intention to move a

resolution has been given to the company, a
meeting is called for a date twenty-eight days or

less after the notice has been given, the notice,
though not given within the time required by this
section, is deemed to have been properly given.
228. Registration of certain resolutions and

agreements
(1) Subject to sub-section (8) (b) of section 32 of

this Act, a printed copy of every resolution or
agreement to which this section applies shall, within
fifteen days after the passing or making of the
resolution or agreement, as the case may be, be
forwarded to the Registrar.
(2) Where, pursuant to the provisions of sections

30 to 34 of this Act, a company, by special reso-
lution, alters the provisions of its memorandum and
the Registrar is satisfied that the alteration is not in
compliance with the applicable provisions of those
sections, he or she-
(a) may refuse to file a copy of the

resolution in his or her records; and
(b) shall notify the company accordingly.
(3) A person aggrieved by the Registrar’s refusal

under sub-section (2) may appeal to the court within
twenty-one days from the receipt of the notification.
(4) A copy of every resolution or agreement as is

mentioned in sub-section (1) shall be embodied in
or annexed to every copy of the articles issued after
the passing of the resolution or the making of the
agreement.
(5) This section applies to -
(a) special resolutions;
(b) resolutions which have been agreed to by

all the members of a company, but which, if
not agreed to, would not have been
effective for their purpose, unless, as the
case may be, they had been passed as
special resolutions; or
(c) resolutions or agreements which have

been agreed to by all the members of any
class of shareholders but which, if not so
agreed to, would not have been effective
for their purpose, unless they had been
passed by some particular majority or
otherwise in some particular manner, and
all resolutions or agreements which
effectively bind all the members of any
class of shareholders though not agreed to
by all those members; and
(d) resolutions requiring a company to be

wound up voluntarily.

or (4), the company and every officer of the
is liable on conviction, in the case of-
(a) sub-section (1), to a fine of five thousand

dalasis; and
(b) sub-section (4), to a fine of fifty dalasis for

each copy in respect of which default is
made.
(7) For the purposes of sub-section (6), a liquidator

of the company is deemed to be an officer of the
company
229. Effect of resolutions passed at adjourned

meetings
Where a resolution is passed at an adjourned

meeting of -
(a) a company;
(b) the holders of any class of shares in a

company; or
(c) the directors of a company,

the resolution shall for all purposes be treated as

having been passed on the date on which it was in
fact passed, and shall not be deemed to have been
passed on any earlier date.
PART V - MISCELLANEOUS MATTERS RELATING

TO MEETINGS AND PROCEEDINGS
230. Adjournment.
(1) A chairperson-
(a) may, with the consent of a meeting at

which a quorum is present; and
(b) shall if so directed by the meeting,
adjourn the meeting from, time to time and from

place to place, but no business shall be transacted
at an adjourned meeting other than the business left
unfinished at the meeting from which the
adjournment took place.
(2) When a meeting is adjourned for thirty days or

more, notice of the adjourned meeting shall be
given as in the case of an original meeting, but
otherwise it shall not be necessary to give any
notice of an adjournment or of a business to be
transacted at an adjourned meeting.
(3) If, within one hour from the time appointed for
the meeting, a quorum is not present, the meeting if
convened on the requisition of members shall not
hold, but in any other case, it shall stand adjourned
to the same day in the next week, be or to such
other day as the chairman and in his or her
absence, the directors may direct.
(4) If a meeting stands adjourned under sub-section

(3) of this section, any two or more members
present at the place and time to which it so stands
adjourned shall form a quorum and their decision
shall bind all shareholders, and where only one
member is present, he or she may seek the
direction of the court to take decision.
231. Powers and duties of the chairperson of the

general meeting
(1) The chairperson of the board of directors shall

preside as chairperson at every general meeting of
the company, or if there is no chairperson, or if he
or she is not present within one hour after the time
appointed for the holding of the meeting or is
unwilling to act, the directors present shall elect one
of their number to be chairperson of the meeting
(2) If at any meeting no director is willing to act as

chairperson or if no director is present within one
hour after the time appointed for holding the
meeting, the members present shall choose one of
their number to be chairperson of the meeting.
(3) The duties and powers of the chairperson

includes the duty to -
(a) preserve order and the power to take such

measures as are reasonably necessary to
do so;
(b) ensure that proceedings are conducted in a

regular manner;
(c) ensure that the true intention of the

meeting is carried out in resolving any
issue that arises before it;
(d) ensure that all questions that arise are

promptly decided; and
(e) act bona fide in the interest of the com-

pany.
(4) The chairperson shall cast his or her vote bona

fide in the interest of the company as a whole,
provided that if he or she is also a shareholder, he
or she may cast it in his or her own interest.
(5) The chairperson has power to adjourn a meeting

in accordance with section 230 (1) of this Act.
232. Minutes of proceedings and effects
(1) A company shall cause minutes -
(a) of all proceedings of general meetings.

(b) all proceedings at meetings of its directors;
and
(c) of the meetings of managers,
to be entered in books kept for that purpose.
(2) The minute if purporting to be signed by the

chairperson of the meeting at which the procee-
dings were held, or by the chairperson of the next
succeeding meeting, is prima facie evidence of the
proceedings.
(3) Where minutes have been made, in accordance

with the provisions of this section, of the
proceedings at a general meeting of the company
or meeting of directors or managers, then, until the
contrary is proved, the meeting is deemed to have
been duly held and convened, and all proceedings
had at the meeting to have been duly had, and all
appointments of directors, managers or liquidators
are deemed to be valid.
(4) If a company fails to comply with the provisions

of sub-section (1), the company and every officer of
and is liable on conviction to a fine of five thousand
dalasis.
233. Inspection of minute books and copies
(1) The books containing the minutes of pro-

ceedings of any general meeting of a company held
on or after the commencement of this Act, shall be
kept at the registered office of the company, and
shall during business hours, subject to such
reasonable restrictions as the company may by its
articles or in general meeting impose but so that no
less than six hours in each day be allowed for
inspection, be open to inspection by members
without charge.
(2) A member is entitled to be furnished within

seven days after receipt of his or her request in that
behalf to the company, with a copy of the minutes
certified by the secretary at a charge not exceeding
five dalasis for every hundred words.
(3) If an inspection required under this section is

refused or if a copy required under this section is
not sent within the proper time, the company and
commits an offence and is liable on conviction in
respect of each offence to a fine of five thousand
dalasis.
(4) In the case of a refusal or default, the court may

by order compel an immediate inspection of the
books in respect of all proceedings of general
meetings, or direct that the copies required be sent
to the persons requiring them.
234. Class meetings
The provisions of this Part apply to any class

meetings except where expressly excluded by this
Act.
CHAPTER VI - DIRECTORS AND SECRETARY

OF THE COMPANY
235. Directors
(1) In this Act “directors” means the persons who

are appointed to direct and manage the business of
a company.
(2) A person, not being an appointed director of

a company-
(a) who holds himself or herself out or

knowingly allows himself or herself to be
held out as a director of that company, or
(b) on whose directions or instructions the

appointed directors are accustomed to act,
is subject to the same duties and liabilities
as if he were an appointed director of the
company.
(3) Nothing contained in sub-section (2) of this

section is deemed to derogate from the duties and
liabilities of the appointed directors, including the
duty not to act on the directions or instructions of
any other person.
(4) In this section, a person is deemed to hold

himself or herself out, or to be held out, as a
director of a company, if he or she is described as
director of the company irrespective of whether the
description is qualified or otherwise.
(5) If a person, not being an appointed director of a

company, holds himself or herself out, or knowingly
allows himself or herself to be held out, as a director
of a company, or if the company holds out that
person, or knowingly allows that person to hold
himself or herself out, as a director of the company,
that person or the company, as the case may be,
commits an offence.
(6) A person who, or a company that, commits an

offence under sub-section (5) is liable on conviction
to a fine not exceeding thirty thousand dalasis or a
term of imprisonment not exceeding three years.
236. Number of directors
(1) A company incorporated-
(a) after the coming into force of this Act shall

have at least two directors; and
(b) prior to the coming into force of this Act

shall, within six months of the coming into
force of this Act, have at least two
directors.
(2) Notwithstanding sub-section (1), a private

company shall have at least one director.
(3) Subject to sub-section (2), where the number of

directors of a company is less than two contrary to
sub-section (1) and the company continues to carry
on business, the company and every officer of the
company commits an offence and is liable on

conviction to a fine of one thousand dalasis for
every day during which the company carries on
business from the date the number of directors is
reduced to less than two.
(4) An officer, who knows that a company is

carrying on business with fewer than two directors
is jointly and severally liable for the debts and
liabilities of the company incurred during the period
of contravention of this section.
(5) A person other than an individual, shall not be a

director of a company.
(6) Subject to this Act, the number of directors of a

company shall be fixed by, or in accordance with,
the company’s articles.
(7) Within fifteen days after a change is made

among its directors, a company shall send to the
Registrar a notice in the prescribed form setting out
the change, and the Registrar shall file the notice.
(8) An interested person, or the Registrar, may

apply to the court for an order to require a company
to comply with sub-section (1), and the court may
so order and make any further order it thinks fit.
237. Secretary
(1) A company shall have a secretary and may have

one or more assistant secretaries who, or each of
whom-
(a) shall be appointed by the directors, or if

provision is made in the articles for the
company for the appointment, then in
accordance with that provision; and
(b) may be an individual, a corporation or a

firm.
(2) If a company carries on business for more than

a month without a secretary, the company and
fine not exceeding two hundred dalasis for every

day during which the company carries on business
at the end of one month during which the company
remained without a secretary.
(3) A secretary does not owe fiduciary duties to the

company, but where the secretary is acting as its
agent, he or she owes fiduciary duties to it, and is
then liable to the company where he or she-
(a) makes secret profits;
(b) lets his or her duties conflict with his or her

personal interests; or
(c) uses confidential information which he or

she obtained from the company for his or
her benefit.
(4) The duties of a secretary include the following-
(a) attending the meeting of the company, the

board of directors and its committees,
rendering all necessary secretarial
services in respect of the meeting and
advising on compliance by the meetings
with the applicable rules and regulations;
(b) maintaining the registers and other re-

cords required to be maintained by the
company under this Act;
(c) rendering proper returns and giving

notification to the Registrar required under
this Act; and
(d) carrying out such administrative and other

secretarial duties as directed by the
director, or the company.
(5) The secretary shall not, without the authority of

the board, exercise any powers vested in the
directors.
238. Acts of secretary
A thing required or authorized to be done by or in

relation to the secretary, may, if the office is vacant,
or if for any other reason the secretary is not
capable of acting, be done-
(a) by or in relation to an assistant secre-

tary; or
(b) if there is no assistant or deputy secre-

tary capable of acting, by or in relation to
an officer of the company authorized
generally or specially in that behalf by
the directors of the company.
239. Acts done by person in dual capacity
A provision requiring or authorizing a thing to be

done by or in relation to a director and the secretary
is not satisfied by its being done by or in relation to
the same person acting both as director and as, or
in the place of, the secretary.
240. Validity of acts of directors
An act of a director or officer of a company is valid

notwithstanding any defect in his or her qualification
or appointment.
241. Appointment of directors
(1) A person shall not be appointed a director of a

company unless he or she gives his or her consent
in writing to the appointment.
(2) Subject to this section and sections 242 and 243

of this Act, the appointment of directors shall be
regulated by the company’s articles and except
otherwise provided in the articles-
(a) the following rules apply to the retirement

and appointment of directors of a public
company-
(i) at the first general meeting of the

company all the directors shall retire
from office, and at the annual general

meeting in every subsequent year
one-third of the directors for the time
being or, if their number is not three or
a multiple of three, then the number
nearest one-third, shall retire from
office;
(ii) the directors to retire in every year are

those who have been longest in office
since their last election, but, as
between persons who became
directors on the same day, those to
retire are, unless they otherwise agree
among themselves, to be determined
by lot,
(iii) a director appointed to the office of

managing director shall not, while
holding that office, be subject to
retirement by rotation or be taken into
account in determining the rotation of
retirement of directors,
(iv) a retiring director is eligible for re-

election,
(v) the company may, at the annual general

meeting at which a director retires as
specified in this section, fill the
vacated office by electing a person to
the office, and in default, the retiring
director is, if offering himself or herself
for re-election, deemed to have been
re-elected, unless at the meeting it is
expressly resolved not to fill the
vacated office or unless a resolution
for the re-election of the director had
been put to the meeting and lost,
(vi) no person, other than a director

retiring at the meeting, is, unless
recommended by the directors,
eligible for election to the office of
director at any general meeting unless
not less than three or more than
twenty-eight days before the date
appointed for the meeting there has

been left at the registered office of the
company notice in writing signed by a
member entitled to attend and vote at
the meeting of his or her intention to
propose the person for election, and
also notice in writing signed by that
person of his or her willingness to be
elected, and
(vii) on any increase or decrease in the

number of directors, the company
may by ordinary resolution deter-mine
in what rotation the increased or
decreased number is to retire from
office; and
(b) the appointment and removal of directors of

a private company are, subject to sections
236 and 241 to 246 of this Act, to be
regulated by the articles.
(3) At a general meeting of a public company,

other than a company limited by guarantee, a
resolution for the appointment of two or more
persons as directors of the company by a single
resolution shall not be moved unless a resolution
that it shall be so moved has first been agreed to
by the meeting without any vote being given
against it.
(4) A resolution moved in contravention of this

section is void, whether or not its being so moved
was objected to at the time.
(5) For the purposes of this section, a resolution

approving appointments or nominating persons for
appointment are to be treated as a resolution for
appointment.
(6) Sub-sections (3), (4) and (5) do not apply

where the company’s articles provide for
cumulative voting.
(7) The articles of a company may provide for the

appointment of a director or directors by any class
of shareholders, debenture holders or creditors.
(8) Notwithstanding the provisions of the article, a

causal vacancy in the number of directors may be
filled by-
(a) the continuing directors, irrespective of the

fact that their number may have been
reduced below that fixed as the necessary
quorum of directors; or
(b) by an ordinary resolution of the company

in a general meeting.
(9) Where the directors exercise their power to fill a

vacancy under sub-section (4), they shall observe
the rules in section 275 of this Act and shall not
appoint a person to be a director, unless they have
taken reasonable steps to satisfy themselves that
he or she is a person of integrity and suitable to be
a director of the company.
(10) Where the causal vacancy filled is one which,

under the company’s articles, should be filled by an
appointment by any class of shareholders,
debenture holders or creditors, the director
appointed by the continuing directors or by an
ordinary resolution of the company in a general
meeting, as the case may be, shall cease to hold
office as soon as any other director is appointed in
accordance with the articles.
242. Disqualification of director
(1) A person is not qualified to be a director of a

company if he or she-
(a) is less than 18 years of age;
(b) is of unsound mind and has been so found

by a court in The Gambia or elsewhere; or
(c) has the status of a bankrupt or an

insolvent.
(2) If any of the persons specified in paragraph (a)

or (c) of sub-section (1) acts as a director of a
company or knowingly allows himself or herself to

be appointed a director, he or she commits an
offence.
(3) A person who commits an offence under sub-

section (2) is liable on conviction to a fine not
exceeding thirty thousand dalasis or imprisonment
for a term not exceeding six months.
(4) Where a company appoints a person as director

in contravention of this section, the company,
together with every director of the company who is
in default is liable to a fine not exceeding ten
thousand dalasis.
(5) A company’s articles may add to the list of

disqualified persons in sub-section (1), classes of
persons who are incompetent to be directors of the
company.
243. Director’s share qualifications
Unless the articles of a company otherwise provide,

a director of the company need not hold shares
issued by the company.
244. Termination of office of director
(1) A director of a company ceases to hold office

when he or she-
(a) dies or resigns;
(b) is removed from office in accordance with

section 245 of this Act; or
(c) becomes disqualified under section 242 of

this Act.
(2) The resignation of a director of a company

becomes effective at the time his or her written
resignation is sent to the company or at the time
specified in the resignation, whichever is later.
245. Removal of directors
(1) Subject to paragraph (g) of section 248 of this

Act, the shareholders of a company may-
(a) by ordinary resolution at a special

meeting; or
(b) by ordinary resolution at a special

meeting, remove a director from office.
(2) Where the holders of a class or series of

shares of a company have an exclusive right to
elect or appoint one or more directors, a director so
elected or appointed may only be removed by an
ordinary resolution at a meeting of the shareholders
of that class or series of shares.
(3) Subject to paragraphs (b) to (e) of section 249 of

this Act, a vacancy created by the removal of a
director may be filled at the meeting of the
shareholders at which the director is removed, or, if
the vacancy is not so filled, it may be filled pursuant
to section 241 of this Act.
246. Right to notice
(1) A director of a company is entitled to receive

notice of, and to attend and be heard at every
meeting of shareholders.
(2) A director who-
(a) resigns or receives a notice or otherwise

learns of a meeting of shareholders called
for the purpose of removing him or her
from office; or
(b) receives a notice or otherwise learns of a

meeting of directors or shareholders at
which another person is to be appointed or
elected to fill the office of director, whether
because of his or her resignation or
removal, or because his or her term of
office has expired or is about to expire,
may submit to the company a written statement

giving the reasons for his or her resignation or the
reasons why he or she opposes any proposed
action or resolution.
(3) The company shall send a copy of the state-

ment referred to in sub-section (2) to the Registrar
and to every shareholder entitled to receive notice
of a meeting referred to in sub-section (1).
(4) A company or person acting on its behalf does

not incur any liability by reason only of circulating a
director’s statement in compliance with sub-section
(3) of this section.
247. Alternative directors
(1) A meeting of the shareholders of a company

may, by ordinary resolution-
(a) elect a person to act as a director in the

alternative to a director of the company; or
(b) authorize the directors to appoint such

alternative directors as are necessary for
the proper discharge of the affairs of the
company.
(2) An alternative director has all the rights and

powers of the director for whom he or she is elected
or appointed in the alternative, except that he or she
is not entitled to attend and vote at any meeting of
the directors otherwise than in the absence of that
other director.
248. Cumulative voting
Where the articles of a company provide for

cumulative voting-
(a) the articles shall require a fixed number,

and not a minimum and maximum
number of directors;
(b) a shareholder who is entitled to vote at an

election of directors-
(i) has the right to cast a number of

votes equal to the number of votes
attached to the shares held by him
or her, multiplied by the number of
directors to be elected, and
(ii) may cast all his or her votes in

favour of one candidate, or distri-
bute them among the candidates
in any manner;
(c) a separate vote of shareholders shall be

taken with respect to each candidate
nominated for director, unless a
resolution is passed unanimously
permitting two or more persons to be
elected by a single resolution;
(d) if a shareholder votes for more than one

candidate without specifying the distri-
bution of his or her votes among the
candidate, he or she distributes his or her
votes equally among the candidates for
whom he or she votes;
(e) if the number of candidates nominated for

directors exceeds the number of positions
to be filled, the candidates who receive
the least number of votes shall be
eliminated until the number of candidates
remaining equals the number of positions
to be filled;
(f) a director ceases to hold office at the

close of the first annual meeting of
shareholders following his or her elec-
tion;
(g) a director shall not be removed from

office if the votes cast against his or her
removal would be sufficient to elect him
or her and those votes could be voted
cumulatively at the election at which the
same total number of votes were cast
and the number of directors required by
the articles were then elected;
(h) the number of directors required by the

articles shall not be decreased if the
votes cast against the motion to dec-
rease would be sufficient at an election at
which the same total number of votes
were cast and the number of directors
required by the articles were then being
elected.
249. Restraining fraudulent persons from

managing companies
(1) Where-
(a) a person is convicted, whether in The

Gambia or elsewhere of an offence
involving fraud or dishonesty or an
offence in connection with the promo-
tion, formation or management of a body
corporate;
(b) a person is adjudicated a bankrupt or an

insolvent, whether in The Gambia or
elsewhere; or
(c) it appears that a person has committed a

criminal offence, whether convicted or
not, in relation to a body corporate or of a
fraud or breach of duty in relation to a
body corporate,
the court, on its own motion or on the application of

any of the persons referred to in sub-section (2) of
this section, may order that that person shall not,
without the leave of the court, be a director of or in
any way, whether directly or indirectly, be
concerned or take part in the management of a
company or act as auditor, receiver or liquidator of a
company for such periods as may be specified in
the order.
(2) An application for an order under this section

may be made by the Registrar, or by the Official
Trustee or Administrator under the Insolvency Act,
or by any person who is or has been a member or

creditor of the company or by the liquidator of a
body corporate.
[cap. 94.06]
(3) A person intending to apply for an order under

this section shall give not less than twenty-eight
days written notice of his or her intention to the
person against whom the order is sought, and to the
Registrar if the application is made by some person
other than the Registrar.
(4) On the hearing of an application under this

section, the applicant, the person against whom the
order is sought, the Registrar, the Official Trustee
and the Administrator may appear, and give
evidence and call witnesses and draw the attention
of the court to any relevant matters.
(5) A person against whom an order is made under

this section who intends to apply for leave to act as
a director or in the management of a company shall
give at least twenty-eight days written notice of his
or her intention to the Registrar, and the Registrar,
the Official Trustee, the Administrator, and any
person on whose application the order was made or
who appeared on the hearing at which the order
was made, may appear and give evidence and call
witnesses and draw the attention of the court to any
relevant matters.
(6) Where an order is made or leave is granted

under this section, the court making the order or
granting leave shall forward a copy to the Registrar
who shall cause a summary of the order or leave
granted to be published in the Gazette.
(7) The Registrar shall maintain a register of orders

made under this section and shall enter in the
register particulars of each order and any leave
granted and the register shall be open to the
inspection of any person on payment of the
prescribed fee for each inspection.
(8) A person who contravenes a provision of this

section, commits an offence and is liable on
conviction to a fine not exceeding fifty thousand
dalasis or imprisonment for a term not exceeding

three years.
250. Residence of directors
(1) At least one director of every company shall at

all times be ordinarily resident in The Gambia.
(2) Where a wilful breach of this section occurs, the

company and every director of the company who is
in default is liable to a fine not exceeding five
thousand dalasis.
(3) Subject to sub-sections (4) and (5), the rights of

the company concerned under or arising out of a
contract made during a period when no director of
the company is ordinarily resident in The Gambia is
not enforceable by action or other legal
proceedings.
(4) The company may apply to the court for relief

against the disability imposed by sub-section (3)
and the court may, on being satisfied that it is just
and equitable to grant relief, grant such relief either
generally or as respect any particulars contract and
on such conditions as the court may impose.
(5) Where a person commences an action against

the company to enforce his or her rights in respect
of a contract, the company may enforce in that
action by way of counterclaim, set off or otherwise,
such rights as it may have against that person in
respect of the contract.
(6) Nothing contained in this section prejudices the

rights of a party as against the company, or any
other person in respect of a contract entered into
with the company.
251. Executive directors
Unless the company’s articles otherwise provide-
(a) a director may hold any other office or

place of profit under the company, other
than the office of auditor, in conjunction
with the office of director;
(b) the directors may, from time to time,

appoint one or more of their number to
such other office, for such period and on
such terms as they may, determine and,
subject to the terms of any particular case,
may revoke the appointment;
(c) subject to compliance with section 253 of

this Act, the holder of the office may be
remunerated by way of salary, commi-
ssion, share of profits, participation in
pension and retirement schemes, or partly
in one way and partly in another, as the
directors may determine; and
(d) in exercising their powers under this Act,

the directors shall observe the rules laid
down in section 275 of this Act and, in
particular, in determining the amount of
remuneration, shall satisfy themselves that
the amount of the remuneration is
reasonably related to the value of the
services of the holder of the office.
252. Appointment of managing director
(1) The directors of a company may appoint from

their number a managing director or a committee of
directors and delegate to the managing director or
committee the powers of the directors on such
terms and with such restriction as they think fit.
(2) Notwithstanding sub-section (1), a managing

director or a committee of directors of a company
shall not-
(a) fill a vacancy among the directors or in the

office of auditors;
(b) issue shares except in the number and on

the terms authorized by the directors;
(c) declare dividends;

(d) pay a commission to a person for pur-

chasing or agreeing to purchase shares of
the company, or procuring or agreeing to
procure purchasers for those shares;
(e) approve a management proxy circular;
(f) approve any financial statements; and
(g) adopt, amend or repeal by-laws.
(3) The appointment of a managing director shall be

automatically determined if the holder of the office
ceases for any cause to be a director and, unless
the agreement entered into in any parti-cular case
provides otherwise, the determination shall not
constitute a breach of contract with the company.
253. Remuneration
(1) Subject to sub-section (2) and to its articles or

by-laws, or any unanimous shareholder agreement,
the directors of a company may fix the remuneration
of the directors, officers and employees of the
company.
(2) Where the directors fix remuneration under sub-

section (1), they shall submit them for approval by
ordinary resolution of the company.
254. Restrictions for issuing of loans by

company
(1) When circumstances prejudicial to a company

exist, the company or any company with which it is
affiliated shall not, except as permitted by section
255 of this section, directly or indirectly, give
financial assistance by means of a loan, guarantee
or otherwise to-
(a) a shareholder, director, officer or employee

of the company or affiliated company, or
an associate of any of them, for any
purpose; or
(b) a person for the purpose of, or in

connection with, a purchase of a share
issued or to be issued by the company or
a company with which it is affiliated.
(2) Circumstances prejudicial to the company exist

in respect of financial assistance mentioned in sub-
section (1) when there are reasonable grounds for
believing that-
(a) the company is unable or would, after

giving the financial assistance, be unable
to pay its liabilities as they become due;
or
(b) the realizable value of the company’s

assets, excluding the amount of any
financial assistance in the form of a loan
and in the form of assets pledged or
encumbered to secure a guarantee,
would, after giving the financial assis-
tance, be less than the aggregate of the
company’s liabilities and stated capital of
all classes.
255. Permitted loans
A company may give financial assistance to a

person by means of a loan, guarantee or otherwise-
(a) in the ordinary course of business, if the

lending of money is part of the ordinary
business of the company;
(b) on account of expenditures incurred or to

be incurred on behalf of the company;
(c) to a holding body corporate, if the

company is a wholly-owned subsidiary of
the holding body corporate;
(d) to a subsidiary body corporate of the

company; and
(e) to employees of the company or any of its

affiliates-
(i) to enable or assist them to pur-chase

or erect residential accommodation
for their own occupation,
(ii) in accordance with a plan for the

purchase of shares of the company or
any of its affiliates to be held by a
trustee, or
(iii) to enable or assist them to improve

their education or skills, or to meet
reasonable medical expenses.
256. Payments to directors for loss office or on

transfer of the company’s undertaking
(1) A company shall not make, to a director or

former director of the company or an associated
company, any payment-
(a) by way of compensation for loss of office

in the company or an associated company;
or
(b) as consideration for or in connection with

his or her retirement from office,
without particulars with respect to the proposed

payment, including the amount to be paid, being
disclosed to the members of the company and the
proposal being approved by an ordinary resolution
of the company.
(2) A payment shall not be made, whether by the

company or otherwise, to a director or former
director of a company in connection with the tran-
sfer for the whole or any part of the undertaking or
property of the company or an associated com-
pany, whether the payment is expressed to be way
of compensation for loss of office or otherwise,
unless particulars with respect to the proposed
payment, including the amount to be paid, have
been disclosed to the members of the company and
the proposal approved by an ordinary resolution of
the company.
(3) Where a payment is made to a director or former

director of a company or an associated company in
contravention of sub-sections (1) and (2), the
payment received is deemed to have been received
in trust for the company.
257. Payments to directors in connection with

takeover bids.
(1) Where an offer is made for the acquisition of any

shares of a company on the terms that the shares
are available for acceptance by-
(a) all the shareholders of the company or all

the holders of shares of the class to which
the offer relates; or
(b) the holders of shares which, together with

any shares already owned beneficially by
the person making the offer or by a body
corporate in which he or she is the
controlling share-holder, confer the right to

exercise or control the exercise of not less
than one-third of the voting power at a
general meeting of the company,
and in connection with the offer it is proposed that a

shall be made or payment has been made to a
director or former director of the company or an
associated company, over and above the receipt by
him or her in respect of any shares in the company
held by him or her of the same price as may be
receivable by other holders of the shares of the
same class, that director shall take all reasonable
steps to secure that particulars of the payment are
included in or sent with any notice of the offer made
for their shares which is given to any shareholders.
(2) A director or other person is liable to a fine not

exceeding five thousand dalasis if, in the case of-
(a) the director, he or she fails to take

reasonable steps as required under sub-
section (1) of this section; and
(b) the other person who has been properly

required by a director to include in or
send with a notice the particulars of
payment as required under sub-section
(1) of this section, he or she fails to do
so.
(3) Unless-
(a) the requirements of sub-section (1) are

complied with; and
(b) the making of the payment is, before the

transfer of any shares in pursuance of the
offer, approved by an ordinary resolution-
(i) agreed to by all the holders of the

shares to which the offer relates, or
(ii) passed at a meeting, summoned for

the purpose by notice com-plying
with sub-section (7) of this section,
of holders of the shares at which

neither the director concerned nor
the holders of any shares in which
he or she is beneficially interested,
either directly or indirectly, voted on
the resolution,
the payment, referred to in sub-section (1), shall be

distributed in the manner provided by sub-section
(4).
(4) Subject to sub-sections (5) and (6), where a

payment is to be distributed in accordance with the
provisions of sub-section (3) -
(a) the person making or proposing to make

the payment; and
(b) the director or former director to whom it is

made or proposed to be made,
are jointly and severally liable to distribute the

payment among the persons who have sold their
shares as a result of the offer in proportion to the
number of shares sold by them, and if the director
or former director receives any payment he or she
shall hold that payment on trust for those persons.
(5) The expenses incurred in distributing a payment

under this section shall be borne by the persons
liable to make the distribution and not retained out
of the payment.
(6) If, in proceedings instituted prior to the expiration

of three months from the first transfer of any shares
in pursuance of an offer under this section, the court
awards or approves the payment of damages to a
director or former director for breach of a valid
service agreement, the amount of the damages, but
not of any cost or expenses incurred in connection
with the proceedings, shall be paid to or retained by
the director or former director out of the payment
and only the balance remaining, if any, is
distributable as required by this section.
(7) The notice of a general meeting summoned for

the purposes of sub-section (3) -
(a) shall be convened, held and conducted as

nearly as may be in accordance with the
provisions of this Act and the company’s
articles relating to general meetings of the
company; and
(b) state that, if the resolution approving the

payment is not passed, the payment will be
distributable among the persons who have
sold their shares in pursuance of the offer
except to the extent that the court may
award or approve the payment to the
director or former director concerned of
damages for breach of a valid service
agreement.
(8) An offer referred to in sub-section (1) shall not

be made conditional on approval of a payment or
proposed payment to a director or former director
and, if an offer is expressed to be made subject to a
condition, the condition is void.
(9) For the purposes of paragraph (b) of sub-section

(1) -
(a) when the offer is made by a body

corporate, shares are deemed to be
owned beneficially by the body corporate if
they are owned beneficially by it or by any
of its associated companies or by its
controlling shareholders; and
(b) a person is deemed to be a controlling

shareholder of a body corporate if-
(i) the body corporate or its direc-

tors are accustomed to act in
accordance with the directions or
instruction of that person or his or
her nominee, or
(ii) at a general meeting of the body

corporate, that person is entitled
to exercise or control the exercise

of one-third or more of the voting
power.
258. Supplemental provisions to sections

256 and 257
(1) For the purposes of sections 256 and 257 of this

Act and of this section, “payment” includes a benefit
or advantage whether in cash or in kind.
(2) Sections 256 and 257 of this Act do not render

unlawful, or apply to the payment of, damages
awarded or approved by a competent court for
breach of a valid service agreement or the bona fide
payment of a pension or superannuating benefit in
respect of past services in accordance with a valid
service agreement.
(3) For the purposes of sub-section (4) of section

257 of this Act and of sub-section (2) of this section,
a service agreement-
(a) is not deemed to be valid if it was

entered into in contemplation of a
transfer as is referred to in sub-section
(2) of section 256 of this Act or of an
offer as is referred to in sub-section (1) of
section 257 of this Act; and
(b) unless the contrary is proved, is deemed

to have been entered into in
contemplation of the transfer or offer if it
is made within one year before or
contemporaneously with, or at any time
after the date of the agreement to
transfer or the making of the offer.
(4) For the purposes of sections 256 and 257 of

this Act, if-
(a) a payment, not being remuneration

payable in accordance with section 253 of
this Act, is received by a director or former
director within a period of one year before,
or two years after the date of the
agreement to make such transfer as is

referred to in sub-section (2) of section
256 of this Act, or of the date of making
such an offer as is referred to in sub-
section (1) of section 257; and
(b) the company or the person to whom the

transfer or by whom the offer was made
was privy to the making of the payment,
the payment is deemed to have been received by

him or her in connection with the transfer or offer,
unless he or she proves that the payment would
have been received by him or her whether or not
the transfer or offer was made.
259. Indemnifying directors
(1) Except in respect of an action by or on behalf of

a company or body corporate to obtain a judgment
in its favour, a company may indemnify-
(a) a director or an officer of the company;
(b) a former director or former officer of the

company; or
(c) a person who acts or acted at the

company’s request as a director or officer
of a body corporate of which the company
is or was a shareholder or creditor,
and his or her legal representative, against all costs,

charges and expenses (including an amount paid to
settle an action or satisfy a judgment) reasonably
incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to
which he or she is made a party by reason of being,
or having been, a director or officer of that company
or body corporate.
(2) Sub-section (1) of this section does not apply

unless the director or officer to be so indemnified-
(a) acted honestly and in good faith with a

view to the best interests of the company;
and
(b) in the case of a criminal or administrative

action or proceeding that is enforced by a
monetary penalty, had reasonable grounds
for believing that his or her conduct was
unlawful.
260. Indemnifying persons for derivative

action
A company may, with the approval of the court,

indemnify a person referred to in section 259 of this
Act in respect of an action-
(a) by or on behalf of the company or body

corporate to obtain a judgment in its
favour; and
(b) to which he or she is made a party by

reason of being or having been a director
or an officer of the company or body
corporate,
against all costs, charges and expenses reason-

ably incurred by him or her in connection with the
action, if he or she fulfils the conditions set out in
sub-section (2) of section 259 of this Act.
261. Right to indemnity
Notwithstanding anything in sections 259 and 260

of this Act, a person described in section 259 is
entitled to indemnity from the company in respect of
all costs, charges and expenses reasonably
incurred by him or her in connection with the
defence of any civil, criminal or administrative action
or proceeding to which he or she is made a party by
reason of being, or having been, a director or officer
of the company or body corporate, if the person
seeking indemnity-
(a) was substantially successful on the merits

in his or her defence of the action or
proceeding;
(b) qualified in accordance with the standards

set out in section 259 or 260 of this Act;
and
(c) is fairly and reasonably entitled to

indemnity.
262. Insurance of directors
A company may purchase and maintain insurance

for the benefit of any person referred to in section
259 of this Act against any liability incurred by him
or her in his or her capacity as a director or officer
of the company.
263. Court approval of indemnity
(1) A company or person referred to in section 259

of this Act may apply to the court for an order
approving an indemnity under section 260 or 261 of
this Act and the court may so order and make any
further order it thinks fit.
(2) A company or person making an application

under sub-section (1) of this section shall give the
Registrar notice of the application, and the Registrar
may appear and be heard in the matter.
(3) On an application under sub-section (1) of this

section, the court may order notice to be given to
any interested person and that person may appear
and be heard in the matter.
264. Register of directors and secretaries
(1) A company shall keep at its registered office a

register of its directors and secretaries which shall
contain, in respect of each director-
(a) in the case of an individual-
(i) a statement of his or her present

forename and surname, any for-
mer forename or surname, his or
her usual residential address and
his or her business occupation (if
any),
(ii) particulars of other directorships held

by him or her,
(iii) who is, or who is to perform the

function of, managing director, a
statement to that effect; and
(b) in the case of a corporation, its cor-porate

or firm name and registered or principal
officers.
(2) The register kept by a particular company need

not contain, pursuant to paragraph (b) of sub-
section (1), particulars of directorships held by a
director in a company of which the particular
company is a wholly owned subsidiary.
(3) The register shall contain, with respect to the

secretary and each assistant secretary-
(a) in the case of an individual, a statement of

his or her present forename and surname,
any former forename or surname, and his
or her usual residential address;
(b) in the case of a corporation, a statement of

its corporate name and registered or
principal office; and
(c) in the case of a firm, a statement of the

name and principal office of the firm.
(4) The company shall, within a period of fourteen

days from the occurrence of any change -
(a) among its directors or in its secretary, or
(b) in the particulars contained in the

register,
send to the Registrar a notification in the prescribed

form of the change and of the date on which it
occurred, and a notification of a person having
become a director or secretary, or one of joint
secretaries, of the company shall contain a consent,

signed by that person, to act in the relevant
capacity.
(5) The register shall be open to the inspection of

any member of the company without charge and of
any other person on payment of such fee as may be
prescribed.
(6) A company shall also keep a register showing

as respects each director of the company (not being
its holding company) the number, description and
amount of any shares in or debentures of the
company or any body corporate, being-
(a) the company’s subsidiary or holding

company; or
(b) a subsidiary of the company’s holding

company,
which are held by or in trust for him or her or of

which he or she has any right to become the holder
(whether on payment or not).
(7) The register kept under sub-section (6) need

not include shares in any body corporate which is
the wholly-owned subsidiary of another body
corporate, and for this purpose, a body corporate is
deemed to be the wholly owned subsidiary of
another if it has no members except that other and
that other’s wholly-owned subsidiaries and its or
their nominees.
(8) Where shares or debentures fall to be or cease

to be recorded in the register in relation to any
director by reason of a transaction entered into after
the commencement of this Act and while he or she
is a director, the register shall also show the date of,
and price or other consideration for, the transaction
provided that where there is an interval between the
agreement for the transaction, and its completion,
the date shall be that of the agreement.
(9) The nature and extent of a director’s interest or

right in or over any shares or debentures recorded
in relation to him or her in the register shall, if he or

she so requires, be indicated in the register.
(10) The company shall not, by virtue of anything

done for the purposes of this section, be affected
with notice of, or put on inquiry as to the rights of
any person in relation to any shares or debentures.
(11) The register referred to in sub-section (6)

shall, subject to the provisions of this section, be
kept at the company’s registered or head office and
shall be open to inspection during business hours
(subject to such reasonable restrictions as the
company may by its articles or in general meeting
impose, so that not less than two hours in each day
is allowed for inspection) as follows -
(a) during the period following fourteen days

before the date of the company’s annual
general meeting and ending three days
after the date of its conclusion, it shall be
open to the inspection of any member or
holder of debentures of the company; and
(b) during that or any other period, it shall be

open to the inspection of any open to the
inspection of any person acting on behalf
of the Registrar.
(12) In computing the fourteen days and the three

days mentioned in sub-section (11), any day which
is a Saturday or Sunday or a public holiday shall be
disregarded.
(13) Without prejudice to the rights conferred by

sub-section (11), the Registrar may, at any time,
request for the production to him or her of a copy of
the register, or any part of the register.
(14) The register shall also be produced at the

commencement of the company’s annual general
meeting and remain open and accessible during the
continuance of the meeting.

(1), (4), (6) or (8), or if any inspection required
under this section is refused, or any copy required

there under is not sent within a reasonable time, the
company and every officer of the company who is in
default commits an offence and is liable on
(16) If an inspection required under this section is

refused, the court may, by order compel an
immediate inspection of the register.
(17) For the purposes of this section-
(a) any person in accordance with whose

directions or instructions, the directors of a
company are accustomed to Act are
deemed to be a director of the company;
and
(b) a director of a company is deemed to hold

or to have any interest or right in or over,
any shares or debentures if a permanent
representative of the body corporate, other
than the company, holds them or has that
interest or right in or over them, and
either-
(i) that permanent representative is

accustomed to act in accordance
with his or her directions or
instructions, or
(ii) he or she is entitled to exercise or

control the exercise of one-third or
more of the voting power at any
general meeting of that body
corporate.
265. Directors’ meetings and organizational

matters
(1) Unless the articles or by-laws of a company

otherwise provide, the directors of the company
may meet at any place, and on such notice as the
by-laws require.
(2) Subject to the articles, a majority of the number

of directors or minimum number of directors

required by the articles constitutes a quorum at a
meeting of directors, and, not with-standing any
vacancy among the directors, a quorum of directors
may exercise all the powers of the directors.
(3) A director may, and the secretary on the

requisition of a director shall, at any time summon a
meeting of directors, and any director, being a
member of a committee established under section
268 of this Act may, and the secretary on the
requisition of any such director shall, at any time
summon a meeting of the committee.
(4) After the issue of a certificate of incorporation of

a company, a meeting of the directors of the
company shall be held at which the directors may-
(a) adopt forms of share certificate and

corporate records-
(b) make bye-laws;
(c) authorize the issue of shares;
(d) appoint officers;
(e) appoint officers;
(f) appoint an auditor to hold office until the

first annual meeting of the shareholders;
(g) make banking arrangements; or
(h) transact any other business.
(5) A subscriber or a director may call a meeting of

directors referred to in sub-section (1) by giving by
post not less than seven clear days’ notice of the
meeting to each director and stating in the notice
the time and place of the meeting.
(6) Sub-section (1) does not apply to a company to

which a certificate of amalgamation has been
issued under section 545 of this Act.
266. Notice and waiver
(1) It is not necessary to give notice of a meeting of

directors or of a committee of directors to any
director, for the time being absent from The
Gambia, unless the director who is absent from The
Gambia provides an address to which a notice of a
meeting of directors or of a committee of directors
may be sent.
(2) A notice of a meeting of the directors of a

company may specify any matter that is to be dealt
with at the meeting, but, unless the articles of the
company otherwise provide, the notice need not
specify the purpose of or the business to be
transacted at the meeting.
(3) A director may, in any manner, waive a notice of

a meeting of directors, and attendance of a director
at a meeting of directors is a waiver of notice of the
meeting by the director except when he or she
attends the meeting for the express purpose of
objecting to the transaction of a business on the
ground that the meeting is not lawfully called.
(4) Notice of an adjourned meeting of directors

need not be given if the time and place of the
adjourned meeting is announced at the original
meeting.
267. Telephone participation
(1) Subject to the articles of a company, a director

may, if all the directors of the company consent,
participate in a meeting of directors of the company
or of a committee of the directors by means of such
telephone or other communication facilities as
permit all person participating in the meeting to hear
one another.
(2) A director who participates in a meeting of

directors by such means as are described in sub-
section (1), is, for the purposes of this Act, present
at the meeting.
268. Establishment of committees
(1) The directors of a company may, in the

discharge of their functions, establish committees
consisting of such member or members of their
body as they think fit, and may delegate any of their
powers to those committees.
(2) A committee established under sub-section (1)

shall, in the exercise of the powers delegated to it,
conform to any regulations that may be imposed on
it by the directors.
(3) The quorum necessary for the transaction of

business of a committee of directors shall be fixed
by the directors.
269. Election of chairman
(1) The directors or a committee of directors of a

company may elect a chairperson of their meetings
and determine the period for which he or she is to
hold office, but where a chairperson is not elected,
or where at a meeting the chairperson is not
present within five minutes after the time appointed
for holding the meeting, the directors present may
choose one of their number to be chairperson of the
meeting.
(2) A question arising at a meeting of the directors

or a committee of directors shall be decided by a
majority of votes and where there is an equality of
votes the chairperson are have a casting vote.
(3) Voting by proxy at meetings of directors or

committees of directors shall not be permitted.
270. Effect of directors’ resolution
(1) When a resolution in writing is signed by all the

directors entitled to vote on that resolution at a
meeting of directors or committee of directors-
(a) the resolution is as valid as if it had been

passed at a meeting of directors or a
committee of directors; and
(b) the resolution satisfies all the require-

ments of this Act relating to meetings of
directors or committees of directors.
(2) A copy of every resolution referred to in sub-

section (1) shall be kept with the minutes of the
proceedings of the directors or committee of
directors.
271. Dissenting to resolution
(1) A director who is present at a meeting of the

directors or of a committee of directors consents to
a resolution passed or action taken at that meeting,
unless he or she-
(a) requests that his or her dissent be or his

or her dissent is entered in the minutes of
the meeting;
(b) sends his or her written dissent to the

secretary of the meeting before the
meeting is adjourned; or
(c) sends his or her dissent by registered

post or delivers it to the registered office
of the company immediately after the
meeting is adjourned.
(2) A director who votes for, or consents to, a

resolution may not dissent under sub-section (1).
(3) A director who was not present at a meeting, at

which a resolution was passed or an action was
taken, is presumed to have consented to the
resolution thereto unless, within seven days after
the director becomes aware of the resolution, he or
she
(a) causes his or her dissent to be placed with

the minutes of the meeting; or
(b) sends his or her dissent by registered post

or delivers it to the registered office of the
company.
. 272. Minutes of directors’ meetings
(1) A company shall cause minutes of the

proceedings of meetings of its directors and any
committee of directors to be entered in a book kept
for that purpose.
(2) Where minutes of a meeting are signed by the

chairperson of the meeting at which the procee-
dings took place or of the next succeeding meeting,
those minutes shall be prima facie evidence of the
proceedings.
(3) Where minutes of a meeting are recorded in

accordance with this section then, until the contrary
is proved, the meeting are deemed to be duly
convened, held and conducted and all
appointments of directors are deemed to be valid.
(4) Where a company fails to comply with sub-

section (1), the company together every officer of
the company who is in default is liable to a fine not
exceeding five thousand dalasis.
273. Restricted powers of directors
If the powers of a director of a company to manage

the business and affairs of the company are in
whole or in part restricted by the articles of the
company, the directors have all the rights, powers
and duties of the director to the extent that the
articles do not restrict those powers, but the
directors are thereby relieved of their duties and
liabilities to the extent that the articles restrict their
powers.
274. Bye-law powers
(1) Unless the articles, or unanimous shareholder

agreement otherwise provide, the directors of a
company may, by resolution, make, amend, or
repeal any bye-laws for the regulation of the
business or affairs of the company.
(2) The directors of a company shall submit a bye-

law, or any amendment or repeal of a bye-law made

under sub-section (1) of this section to the
shareholders of the company at the next meeting of
shareholders after the making, amendment or
repeal of the bye-law, and the shareholders may, by
ordinary resolution, confirm, amend or reject the
bye-law, amendment or repeal.
(3) A bye-law or any amendment or repeal of a bye-

law-
(a) is effective from the date of the resolution

of the directors making, amending or
repealing the bye-law until the bye-law,
amendment or repeal-
(i) is confirmed, amended or rejected by the

shareholders pursuant to sub-section
(2) of this section, or
(ii) ceases to be effective pursuant to sub-

section (4) of this section; and
(b) if confirmed or amended by the share-

holders, continues in effect in the form in
which it was confirmed or amended.
(4) When a bye-law, or an amendment or a repeal

of a bye-law is not submitted to the shareholders as
required by sub-section (2), or is rejected by the
shareholders, the bye-law, amendment or repeal
ceases to be effective.
(5) When a bye-law, or an amendment or a repeal

of a bye-law is not submitted to the shareholders as
required by sub-section (2), or is rejected by the
shareholders, the bye-law, amendment or repeal
ceases to be effective.
275. Duty of care
(1) A director or an officer of a company in

exercising his or her powers and discharging his or
her duties shall-
(a) act honestly and in good faith with a view

to the best interests of the company; and
(b) exercise the care, diligence and skill

that a reasonably prudent person would
exercise in comparable circumstances.
(2) In determining what the best interests of a

company, a director shall have regard to the
interests of the company’s employees in general as
well as to the interests of its shareholders.
(3) The duty imposed by this section on the direc-

tors of a company-
(a) is owed by them to the company alone;

and
(b) is enforceable in the same way as any

other fiduciary duty owed to a company by
its directors.
(4) Information about the business or affairs of a

company shall not be disclosed by a director or
officer of the company except-
(a) for the purposes of the exercise or per-

formance of his or her functions as a
director or officer;
(b) for the purposes of any legal procee-

dings;
(c) pursuant to the requirements of an

enactment; or
(d) when authorized by the company to do so.
(5) A director or an officer of a company shall

comply with this Act and with the articles and bye-
laws of the company, and any unanimous share-
holder agreement relating to the company.
(6) Subject to a shareholder agreement which

restricts the powers of the directors to manage the
business and affairs of the company, no provision
in a contract, the articles of a company, its bye-laws
or any resolution, relieves a director or officer of the

company from the duty to act in accordance with
this Act or relieves him or her from liability for a
breach of this Act.
(7) The failure to take reasonable care in accor-

dance with the provisions of this section is ground
for an action for negligence and breach of duty.
(8) A director is individually responsible for the

actions of the board in which he or she participated,
and the absence from the board’s deliberations,
unless justified, does not relieve a director of the
responsibility.
(9) The same standard of care in relation to the

director’s duties to the company is required for both
executive and non-executive directors, and
additional liability and benefit may arise under the
master and servant law in case of an executive
director if there is an express or implied contract to
that effect.
(10) The directors are trustees of the company’s

moneys, properties and their powers and as such
shall-
(a) account for all the moneys over which

they exercise control and refund any
moneys improperly paid away; and
(b) exercise their powers honestly in the

interest of the company and all the
shareholders, and not in their own or
sectional interests.
(11) A director may, when acting within his or her

authority and the power of the company, be
regarded as an agent of the company under Part IV
of Chapter II of this Act.
276. Conflicts of duty and interest and

prohibition of secret profit.
(1) Notwithstanding any provision in the company’s

articles, a director shall not, without the consent of
the company in accordance with section 277 of this

Act, place himself or herself in a position in which
his or her duty to the company conflicts or may
conflict with his or her personal interests or his or
her duties to other persons
(2) A director shall not, in particular, without the

consent referred to in sub-section (1) of this section-
(a) use, for his or her own advantage, any

money or property of the company or any
confidential information or special know-
ledge obtained by him or her in his or her
capacity of director;
(b) be interested directly or indirectly, other-

wise than merely as a shareholder or
debenture holder in a public company, in
any business which competes with that of
the company; or
(c) be personally interested, directly or indi-

rectly, in any contract or other transaction
entered into by the company except as
provided by section 278 of this Act.
(3) A director shall not accept a bribe, a gift, or

commission either in cash or kind from any person
or a share in the profit of that person in respect of
any transaction involving his or her company in
order to introduce his or her company to deal with
the person.
(4) Where the gift is made after the transaction has

been completed in a form of unsolicited gift as a
sign of gratitude, the director may be allowed to
keep the gift, provided he or she declares it before
the board and that fact shall also appear in the
minutes book of the director.
(5) In all cases concerning secret benefits, the plea

that the company benefited or that the gift was
accepted in good faith shall be no defence.
277. Consent of company
(1) For the purposes of section 276, the company is

not deemed to have consented unless, after full
disclosure of all material facts, including the nature
and extent of any interests of the directors, the
transaction concerned has been specifically
authorized by an ordinary resolution of the company
which either have been-
(a) agreed to by all the members of the

company entitled to attend and vote at a
general meeting; or
(b) passed at a general meeting at which

neither the director concerned nor the
holders of any shares in which he or she
is beneficially interested, either directly or
indirectly, have voted as members on
such resolution.
(2) Subject to sub-section (3), consent in

accordance with sub-section (1), may be given
either before or after the occurrence of the
transaction to which it relates.
(3) A resolution of the company ratifying a

transaction or series of related transactions which
have already taken place is not effective for the
purposes of sub-section (1) of this section, unless it
was passed not later than fifteen months after the
date when the transaction or first of those
transactions took place.
278. Interest in contracts
(1) A director or officer of a company who-
(a) is a party to a material contract or

proposed material contract with the
company, or
(b) is director or an officer of a body, or

has a material interest in a body, that is a
party to a material contract or proposed
material contract with the company,
shall disclose in writing to the company or request,

to have entered in the minutes of meetings of
directors, the nature and extent of his or her
interest.
(2) The disclosure required by sub-section (1) shall

be made, in the case of-
(a) a director of a company-
(i) at the meeting at which a proposed

contract is first considered;
(ii) where the director was not then

interested in a proposed contract, at
the first meeting after he or she be-
comes so interested,
(iii) where the director becomes

interested after a contract is made, at
the first meeting after he or she
becomes so interested, or
(iv) where a person who is interested in a

contract later becomes a director of
the company, at the first meeting after
he or she becomes a director; and
(b) an officer of a company who is not a

director-
(i) after he or she becomes aware that

the contract or proposed contract is
to be considered, or has been
considered, forthwith at a meeting
of directors of the company,
(ii) where the officer becomes inte-

rested after a contract is made,
forthwith after he or she becomes
so interested, or
(iii) where a person who is interested

in a contract later becomes an
officer of the company, forthwith
after he or she becomes an

officer.
(3) If a contract is one that, in the ordinary course of

the company’s business, would not require approval
by the directors or share-holders of the company, a
director or officer of the company shall-
(a) disclose in writing to the company; or
(b) request to have entered in the minutes of

meetings of director,
the nature and extent of his or her interest forthwith

after the director or officer becomes aware of the
contract or proposed con-tract.
(4) A director referred to in sub-section (1) of this

section may vote on a resolution to approve a
contract that he or she has an interest in, if the
contract-
(a) is an arrangement by way of security for

money loaned to, or obligations under-
taken by, him or her for the benefit of the
company or an affiliate of the company;
(b) is a contract that relates primarily to his

or her remuneration as director, officer,
employee or agent of the company or an
affiliate of the company;
(c) is a contract for indemnity or insurance

under sections 259 and 260 of this Act;
(d) is a contract with an affiliate of the com-

pany; or
(e) is a contract other than one referred to in

paragraphs (a) to (d) of this sub-section.
(6) In the case of a contract described in paragraph

(e) of sub-section (5) of this section resolution is not
valid, unless notice of the nature and extent of the
director’s interest in the contract is declared and
disclosed in reasonable detail to the shareholders of
the company and the resolution is approved by less

than two-thirds of the votes.
279. Interest declaration
For the purpose of section 278 of this Act, a general

notice to the directors of a company by a director or
an officer of the company declaring that he or she is
a director or officer of, or has a material interest in,
another body, and is to be regarded as interested in
any contract with that body is a sufficient
declaration of interest in relation to the contract.
280. Avoidance of nullity
A contract between a company and one or more of

its directors or officers, or between a company and
another body of which a director or officer of the
company is a director or officer, or in which he or
she has a material interest, is neither void nor
avoidable by reason of-
(a) that relationship; or
(b) a director with an interest in the contract is

present at, or is counted to determined the
presence of a quorum at, a meeting of
directors or a committee of directors that
authorized the contract,
if the director or officer disclosed his or her interest

in accordance with sub-section (2), (3) or (4) of
section 278 or section 279 of this Act, as the case
may be, and the contract was approved by the
directors or the shareholders and was reasonable
and fair to the company at the time it was approved.
281. Setting aside contract
When a director or officer of a company fails to

disclose, in accordance with section 278 or279 of
this Act, his or her interest in a contract made by the
company, the court may, on the application of the
company or a shareholder of the company set aside
the contract on such terms as the court thinks fit.
282. Designation of offices
Subject to this Act and to the articles or bye-laws of

a company or any unanimous share-holder
agreement-
(a) the directors of the company may desig-

nate the offices of the company, appoint as
officers persons of full capacity, specify their
duties and delegate to them powers to
manage the business and affairs of the
company, except powers to do anything
referred to in sub-section (2) of section 252
of this section;
(b) a director may be appointed to any office of

the company; and
(c) two or more offices of the company may be

held by the same person.
283. Directors’ borrowing powers
(1) Unless the articles or bye-laws of, or any

unanimous shareholder agreement relating to, the
company otherwise provide, the directors of the
company may, without authorization of the
shareholders-
(a) borrow money on the credit of the company;
(b) issue, re-issue, sell or pledge deben-

tures of the company;
(c) subject to section 254 of this Act, give a

guarantee on behalf of the company to
secure performance of an obligation of any
person; and
(d) mortgage, charge, pledge, or otherwise,

create to secure any obligation of the
company or any other person, a security
interest in all or any property of the
company that is owned or subsequently
acquired by the company.
(2) Notwithstanding sub-section (2) of section 252

and paragraph (a) of section 281 of this Act , unless
the articles or bye-laws of, or any unani-mous
shareholder agreement relating to, a company
otherwise provide, the directors of the company
may by resolution delegate the powers mentioned
in sub-section (1) of this section to a director, a
committee of directors or any officer of the
company.
284. Liability for breach of duty under sections

275 or 276
Where a director commits a breach of his or her

duties under section 275 or 276 of this Act-
(a) the director together with any other person

who knowingly participated in the breach is
liable to compensate the company for any
loss it suffers as a result of the breach;
(b) the director shall account to the com-pany

for any profit made by him or her as a
result of the breach; and
(c) a contract or other transaction entered into

between the director and the company in
breach of those duties may be rescinded
by the company.
285. Liability for share issue
Directors who vote for or consent to a resolution

authorizing the issue of a share for a consideration
other than money are jointly and severally liable to
the company to make good any amount by which
the consideration received is less than the fair
equivalent of the money that the company would
have received if the share had been issued for
money on the date of the resolution.
286. Liability for other acts.
(1) Directors who vote for, or consent to, a

resolution authorising-
(a) a purchase, redemption or other

acquisition of shares;
(b) a commission;
(c) a payment of a dividend;
(d) financial assistance; or
(e) a payment of an indemnity contrary to

sections 301 or 546 to 555,
are jointly and severally liable to restore to the

company any amounts so distributed or paid and
not otherwise recovered by the company.
(2) An action to enforce a liability imposed under

this section or to section 285 of this Act may not be
commenced after two years from the date of a
resolution authorising the action complained of.
287. Contribution for judgment
director who has satisfied a judgment founded on a

liability under section 285 or 286 of this Act is
entitled to contribution from the other directors who
voted for or consented to the lawful act on which the
judgment was founded.
288. Enforcement of contract
A contract made by a company contrary to section

254 of this Act may be enforced by the company or
by a lender for value in good faith without notice of
the contravention.
289. Recovery by action
(1) A director who is liable under section 286 of this

Act may apply to the court for an order compelling a
shareholder or other recipient to pay or deliver to
the director any money or property that was paid or
distributed to the shareholder or other recipient
contrary to this Act.
(2) In connection with an application under sub-

section (1) of this section, the court may, if it is
satisfied that it is equitable to do so-
(a) order a shareholder or other recipient to

pay or deliver to a director any money or
property that was paid or distributed to
the shareholder or other recipient
contrary to this Act;
(b) order a company to return or issue shares

to a person from whom the com-pany has
purchased, redeemed or otherwise
acquired shares; or
(c) make any further order it thinks fit.
290. Defence to liability
A director of is not liable-
(a) under section 285 of this Act, if he or she

did not know and could not reasonably
have known that the share was issued
for a consideration less than the fair
equivalent of the money that the
company would have received if the
share had been issued for money; and
(b) under section 275 or 286 of this Act, if he

or she relies in good faith on-
(i) financial statements of the

company represented to him or
her by an officer of the company,
or
(ii) a report of a legal practitioner,

accountant, engineer, appraiser or
other person whose profe-ssion
lends credibility to a state-ment
made by him or her.
291. Duties of director in connection with

sales or purchases of the company’s securities
(1) If a director in his or her capacity as a

director-
(a) acquires any special information which

may substantially affect the value of the
shares or debentures of the company or
any associated company; or
(b) sells those shares or debentures without

disclosing such information to the seller or
purchaser thereof,
the purchase or sale is avoidable at the option of

the seller or purchaser within twelve months after
the date of the agreement to sell or buy.
(2) For the purposes of this section, any shares or

debentures bought or sold is deemed to have been
bought or sold by a director if his or her interest in
the shares or debentures is such as to require
recording in relation to him or her in any register to
be maintained in accordance with this Act, unless it
is proved that the sale or purchase was not made-
(a) by him or her on his or her instructions or

advice; or
(b) on the instructions or advice of any other

person to whom he or she had imparted
any special information affecting the value
of the shares or debentures obtained by
him or her in his or her capacity of
director.
(3) This section does not prejudice the right of the

company to proceed against a director for breach of
. 292. Prohibition of assignment of office
A provision in the articles or an agreement

purporting to empower a director or other officer to
assign his or her office to another person and a
purported assignment of the office is void.
293. Substantial property transactions involving

directors, etc
(1) Subject to the exceptions provided by sub-

section (1) of this section, a company shall not enter
into an arrangement by which -
(a) a director of the company or its holding

company, or a person connected with the
director, acquires or is to acquire one or
more non-cash assets of the requisite
value from the company; or
(b) the company acquires or is to acquire

one or more non-cash assets of the
requisite value from the director or a
person so connected,
unless the arrangement is first approved by a

resolution of the company in general meeting and if
the director or connected person is a director of its
holding company or a person connected with the
director, by a resolution in general meeting of the
holding company.
(2) For the purpose of sub-section (1), a non-cash

asset is of the requisite value if, at the time the
arrangement in question is entered into, its value is
not less than twenty thousand dalasis but (subject
to that) exceeds one hundred thousand dalasis or
twenty per cent of the company’s asset value, that
is-
(a) except in a case falling within paragraph

(b) of this sub-section, the value of the
company’s net assets determined by
reference to the accounts prepared and
laid under Chapter VII of this Act in
respect of the last preceding year in
respect of which the accounts were so
laid; and
(b) where no accounts have been so

prepared and laid before that time, the
amount of the company’s called-up share

capital.
(3) For purposes of this section, a shadow director

shall be treated as a director.
(4) An approval is not required to be given under

this section by a body corporate unless it is a
company within a meaning of this Act, or if it is a
wholly-owned subsidiary of a body corporate.
(5) This section does not apply to an arrangement

for the acquisition of a non-cash asset if -
(a) the asset is to be acquired by a holding

company from any of its wholly-owned
subsidiaries or from a holding company
by any of its wholly-owned subsidiaries,
or by one wholly-owned subsidiary of a
holding company from another wholly-
owned subsidiary of that same holding
company; or
(b) the arrangement is entered into by a

company which is being wound-up,
unless the winding-up is a member’s
voluntary winding-up.
(6) Sub-section (1) (a) does not apply to an

arrangement whereby a person is to acquire an
asset from a company of which he or she is a
member, if the arrangement is made with that
person in his or her capacity as a member.
(7) An arrangement entered into by a company in

contravention of this section and any transaction
entered into in pursuance of the arrangement,
whether by the company or any other person, is
avoidable at the instance of the company, unless
one or more of the conditions specified in sub-
section (8) is satisfied.
(8) The conditions are that -
(a) restitution of any money or other asset

which is the subject matter of the arran-
gement or transaction is no longer possible

or the company has been indemnified in
pursuance of this section by any other
person for the loss or damage suffered by
it; or
(b) any right acquired bona fide for value and

without actual notice of the contravention
by any person who is a party to the
arrangement or transaction would be
affected by its avoidance; or
(c) the arrangement is, within a reasonable

period, affirmed by the company in general
meeting and, if it is an arrangement for the
transfer of an assets to or by a director of
its holding company or a person who is
connected with the director, is so affirmed
with the approval of the holding company
given by a resolution in general meeting.
(9) If an arrangement is entered into with a com-

pany by a director of the company or its holding
company or a person connected with him or her in
contravention of this section, that director and the
person so connected, and any other director of the
company who authorises the arrangement or any
transaction entered into in pursuance of such an
arrangement, commits an offence and are liable -
(a) to account to the company for any gain

which they have made directly or indirectly
by the arrangement or tran-saction; and
(b) jointly and severally with any other person

liable under this sub-section to indemnify
the company for any loss or damage
resulting from the arrangement or
transaction.
(10) Sub-section (9) shall be without prejudice to

any liability imposed otherwise than by that sub-
section, and is subject to sub-sections (11) and
(12), and the liability under sub-section (9) arises
whether or not the arrangement or transaction
entered into has been avoided in pursuance of sub-
section (7).
(11) If an arrangement is entered into by a company

and a person connected with a director of the
company or its holding company in contravention of
this section, that director is not liable under sub-
section (9) if he or she shows that he or she took all
reasonable steps to secure the company’s
compliance with this section.
(12) In any case, a person so connected and any

other director as is mentioned in sub-section (9)
shall not be so liable if he or she shows that at the
time the arrangement was entered into, he or she
did not know the relevant circumstances
constituting the contravention.
(13) A person is connected with a director of a

company if he or she not being himself or herself a
director of the company, is -
(a) that director’s spouse or husband, child or

step-child, including illegitimate child;
(b) except where the context otherwise

requires, a body corporate with which the
director is associated;
(c) a person acting in his or her capacity as

trustee of any trust, the beneficiaries of
which include -
(i) the director, his or her spouse, children

or step children, or
(ii) a body corporate with which he or she

is associated, or of a trust whose
terms confer a power on the trustees
that may be exercised for the benefit
of the director, his or her spouse any
children or step-children, or the body
corporate; or
(d) a person acting in his or her capacity as

partner of that director or of any person
who, by virtue of paragraphs (a), (b) or (c)
of this sub-section, is connected with that

director.
CHAPTER VI - PROTECTION OF MINORITY

AGAINST ILLEGAL AND OPPRESSIVE
CONDUCT
PART I - ACTION BY OR AGAINST THE COMPANY
For the purposes of this Part-
“complainant” means-
(a) a shareholder or debenture holder, or a

former holder of a share or debenture of
a company or any of its affiliates;
(b) a director or an officer or former director

or officer of a company or any of its
affiliates;
(c) the Registrar; or
(d) any other person who, in the discretion of

the court, is a proper person to make an
application under this Part;
“member” includes-
(a) the personal representative of a

deceased member; and
(b) a person to whom shares have been

transferred or transmitted by operation
of law.
295. Only company may sue for wrong or ratify

irregular conduct
Subject to the provisions of this Act, where an

irregularity has been committed in the course of a
company’s affairs or any wrong has been done to
the company, only the company can sue to remedy
that wrong and only the company can ratify the
irregular conduct.
296. Protection of minority: injunction and

declaration in certain cases
Without prejudice to the rights of members under

this Part or any other provisions of this Act, the
court, on the application of the any member, may by
injunction or declaration restrain the company from
the following -
(a) entering into any transaction which is

illegal or ultra vires;
(b) purporting to do by ordinary resolution

any act which by its articles or this Act
requires to be done by special resolution;
(c) any act or omission affecting the appli-

cant’s individual rights as a member;
(d) committing fraud on either the company or

the minority shareholders; and
(e) from doing any particular act, where-
(i) the directors fail to take appropriate

action to redress the wrong done,
(ii) a company meeting cannot be called in

time to be of practical use in redressing
a wrong done to the com-pany or to
minority shareholders, and
(iii) the directors are likely to derive a

profit or benefit, or have profited or
benefited from the negligence or from
their breach of duty.
297. Personal and representative action
(1) Where a member institutes a personal action to

enforce a right due to him or her personally, he or
she is not entitled to any damages but to a
declaration or injunction to restrain the company or
the directors from doing a particular act.
(2) Where a member institutes a representative

action on behalf of himself or herself and other
affected members to enforce any rights due to
them, he or she is not entitled to any damages but
to a declaration or injunction to restrain the
company or directors from doing a particular act.
(3) Where a member institutes an action under this

section, the court may award cost to him or her
personally whether or not his or her action
succeeds.
(4) In any proceedings by a member under section

296 of this Act, the court may, if it thinks fit order
that the member shall give security for cost.
298. Derivative actions
(1) Subject to sub-section (2), a complainant may,

for the purpose of prosecuting, defending or
discontinuing an action on behalf of a company,
apply to the court for leave to bring an action in the
name and on behalf of the company or any of its
subsidiaries, or intervene in an action to which the
company or any of its subsidiaries is a party.
(2) An action shall not be brought, and an

intervention in an action shall not be made under
sub-section (1) unless the court is satisfied that-
(a) the complainant has given reasonable

notice to the directors of the company or
its subsidiary of his or her intention to
apply to the court under that sub-section
if the directors of the company or its
subsidiary do not bring, diligently or
defend, or discontinue, the action;
(b) the complainant is acting in good faith;

and
(c) it appears to be in the interests of the

company or its subsidiary that the action
be brought, prosecuted, defended or
discontinued.
299. Powers of the court to make orders
In connection with an action brought or intervened

in under section 298 of this Act, , the court may at
any time, make any order it thinks fit, including, an
order-
(a) authorising the complainant, the Registrar

or any other person to control the conduct
of the action;
(b) giving directions for the conduct of the

action;
(c) directing that any amount adjudged payable

by a defendant in the action be paid, in
whole or in part, directly to former and
present share-holders or debenture
holders of the company or its subsidiary,
instead of to the company or its subsidiary;
or
(d) requiring the company or its subsidiary to

pay reasonable legal fees incurred by the
complainant in connection with the action.
300. No security for cost
A complainant is not required to give security for

costs in any application made or action brought or
intervened in under section 298 of this Act.
301. Power of court to restrain oppression
(1) A complainant may apply to the court for an

order under this section.
(2) If, on an application under sub-section (1),

the court is satisfied that in respect of a company or
any of its affiliates-
(a) an act or omission of the company or any

of its affiliates effects a result;
(b) the business or affairs of the company or

any of its affiliates are or have been
carried on or conducted in a manner; or
(c) the powers of the directors of the company

or any of its affiliates are or have been
exercised in a manner,
that is oppressive or unfairly prejudicial to, or that

unfairly disregards the interests of, any share-holder
or debenture holder, creditors, director or officer of
the company, the court may make an order to
rectify the matters complained of.
(3) The court may, in connection with an application

under this section, make any interim or final order it
thinks fit, including an order-
(a) restraining the conduct complained of;
(b) appointing a receiver or receiver-manager;
(c) to regulate a company's affairs by amen-

ding its articles or bye-laws, or creating or
amending a unanimous shareholder
agreement;
(d) directing an issue or exchange of shares

or debentures;
(e) appointing directors in place of, or in

addition to, all or any of the directors then
in office;
(f) directing a company, subject to sub-section

(6), or any other person, to purchase
shares or debentures of a holder thereof;
(g) directing a company, subject to subsec-

tion (6) or any other person, to purchase
shares or debentures of a holder thereof;
(h) varying or setting aside a transaction or

contract to which a company is a party,
and compensating the company or any
other party to the transaction or contract;
(i) requiring a company, within a time

specified by the court, to produce to the

court or an interested person financial
statements in the form required by this Act
or an accounting in such other form as the
court may determine;
(j) compensating an aggrieved person;
(k) directing rectification of the registers or

other records of a company under section
304 of this Act;
(l) winding up and dissolving the company;
(m) directing an investigation of the company

under this Act to be made; or
(n) requiring the trial of any issue.
(4) If an order made under this section directs

the amendment of the articles or bye-laws of a
company, no other amendment to the articles or
bye-laws shall be made without the consent of the
court, until the court otherwise orders.
(5) A shareholder is not entitled to dissent if an

amendment to the articles is effected under this
section.
(6) A company shall not make a payment to a

shareholder under paragraph (f) or (g) of sub-
section (3) if there are reasonable grounds for
believing that-
(a) the company is unable or would, after the

payment, be unable to pay its liabilities as
they become due; or
(b) the realisable value of the company's

assets would thereby be less than the
aggregate of its liabilities.
(7) An applicant under this section may apply in the

alternative for an order that the company be wound
up by the court under Part III of Chapter IX of this
Act.
302. Staying action
(1) An application made or an action brought or

intervened in under this Part may not be stayed or
dismissed by reason only that it is shown that an
alleged breach of a right or duty owed to the
company or its subsidiary has been or might be
approved by the shareholders of the company or its
subsidiary, but evidence of approval by the
shareholders may be taken into account by the
court in making an order under section 300 or 301
of this Act.
(2) An application made or an action brought or

intervened in under this Part shall not be stayed,
discontinued, settled or dismissed for want of
prosecution without the approval of the court given
on such terms as the court thinks fit, and if the court
determines that the interests of a com-plainant
could be substantially affected by the stay,
discontinuance, settlement or dismissal, the court
may order any party to the application or action to
give notice to the complainant.
303. Interim costs
In an application made or an action brought or
intervened in under this Part, the court may at any
time order the company or its subsidiary to pay to
the complainant interim costs, including legal fees
and disbursements, but the complainant may be
held accountable for those interim costs on the final
disposition of the application or action.
304. Rectification of records
(1) If the name of a person is alleged to be or to

have been wrongly entered or retained in, or
wrongly deleted or omitted from, the registers or
other records of a company, the company, a
shareholder or debenture holder of the company, or
any aggrieved person, may apply to the court for an
order that the registers or records of the company
be rectified.
(2) An applicant under this section shall give the

Registrar notice of the application, and the Registrar
is entitled to appear and be heard in person or by a
legal practitioner.
(3) The court may, in connection with an application

under this section, make any order it thinks fit,
including an order-
(a) requiring the registers or other records of

the company to be rectified;
(b) restraining the company from calling or

holding a meeting of share-holders, or
paying a dividend before the rectification;
(c) determining the right of a party to the

proceedings to have his or her name
entered or retained in, or deleted or
omitted from, the registers or records of
the company, whether-
(i) the issue arises between two or more

shareholders or debenture holders or
alleged shareholders or alleged
debenture holders, or
(ii) the company and any shareholders or

debenture holders or alleged
shareholders or alleged debenture
holders; and
(d) compensating a party who has incurred a

loss.
305. Application
An application for relief on the ground that the

affairs of a company are being conducted in an
illegal or oppressive manner may be made to the
court by petition.
PART II - INVESTIGATION OF COMPANIES AND

THEIR AFFAIRS
306. Investigation of a company on its own

application or that of its
members
(1) The Registrar may, with the approval of the

Minister, appoint one or more competent inspectors
to investigate the affairs of a company and report on
them in such a manner as he or she may direct.
(2) The appointment may be made -
(a) in the case of a company having a share

capital, on the application of members
holding not less than one-quarter of the
class of shares issued;
(b) in the case of a company not having a share

capital, on the application of not less than
one-quarter in number of the persons on
the company’s register of members; and
(c) in any other case, on application of the

company.
(3) The application shall be supported by such

evidence as the Registrar may require for the
purpose of showing that the applicant or applicants
have good reason for requiring the investigation.
307. Other investigations of company
(1) The Registrar shall, with the approval of the

Minister, appoint one or more competent inspectors
to investigate the affairs of a company and report on
them in such manner as he or she directs, if the
court by order declares that the affairs of the
company ought to be so investigated.
(2) The Registrar may make such an appointment

if it appears to it that there are circumstances
suggesting that-
(a) the company’s affairs were being or have

been conducted with intent to defraud its
creditors or the creditors of any other

person, or in a manner which is unfairly
prejudicial to some part of its members;
(b) any actual or proposed act or omission of

the company (including an act or omission
on its behalf) is or would be so prejudicial,
or that the company was formed for a
fraudulent or an unlawful purpose;
(c) persons concerned with the company’s

formation or the management of its
affairs have in connection therewith
been guilty of fraud, misfeasance or
other misconduct towards it or towards
its members; or
(d) the company’s members have not

been given all the information with
respect to its affairs which they might
reasonably expect.
(3) Sub-sections (1) and (2) are without prejudice to

the powers of the Registrar under section 314 of
this Act, and the power conferred by sub-section (2)
shall be exercisable with respect to a body
corporate, notwithstanding that it is in course of
being voluntarily wound up.
(4) Reference in sub-section (2) to a company’s

members includes -
(a) the personal representatives of a

deceased member; and
(b) any person to whom shares have been

transferred or transmitted by operation
of law.
308. Inspectors’ powers during investigation
(1) If an inspector appointed under section 306 or

307 of this Act to investigate the affairs of a
company thinks it necessary for the purposes of his
or her investigation to investigate also the affairs of
another body corporate which is or at any relevant
time has been the company’s subsidiary or holding

company or a subsidiary of its holding company or
a holding company of its subsidiary, he or she shall
report on the affairs of the other body corporate so
far as he or she thinks that the results of his or her
investigation of its affairs are relevant to the
investigation of the affairs of the company first
mentioned above.
(2) An inspector appointed under section 306 or

307 of this Act may at any time in the course of his
or her investigation, without the necessity of making
an interim report, inform the Registrar of matters
coming to his or her knowledge as a result of the
investigation tending to show that an offence has
been committed.
309. Inspectors’ powers during investigation
(1) When an inspector is appointed under section

306 or 307 of this Act, it is the duty of every officer
and agent of the company, and of every officer and
agent of any other body corporate whose affairs are
investigated under section 308 of this Act -
(a) to produce, to the inspector, all books

and documents of or relating to the
company or, as the case may be, the
other body corporate which are in their
custody or power;
(b) to attend before the inspector when

required to do so; and
(c) otherwise, to give the inspector all

assistance in connection with the
investigation which they are is reasonably
able to give.
(2) If the inspector considers that a person, other

than an officer or agent of the company or other
body corporate, is or may be in possession of
information concerning its affairs, he or she may
require that person to-
(a) produce to him or her any books or

documents in his or her custody or power

relating to the company or other body
corporate;
(b) attend before him or her and otherwise

to give him or her all assistance in
connection with the investigation which
he or she is reasonably able to give,
and it is that person’s duty to comply with the

requirement.
(3) An inspector may examine on oath the officers

and agents of the company or other body corporate,
and such person as is mentioned under in sub-
section (1), in relation to the affairs of the company
or other body corporate, and administer an oath
accordingly.
(4) In this section-
(a) a reference to officers or to agents includes

past and present, officers or agent as the
case may be; and
(b) “agents,” in relation to a company or other

body corporate, includes it bankers and
solicitors and persons employed by it as
auditors, whether those persons are or are
not officers of the company or other body
corporate.
(5) An answer given by a person to a question put

to him or her in exercise of powers conferred by this
section, whether as it has effect in relation to an
investigation under any of sections 306 to 308 of
this Act as applied by any other section in this Act,
may be used in evidence against him or her.
310. Power of inspector to call for director’s

bank accounts
(1) If an inspector has reasonable grounds for

believing that a present or past director of the
company or other body corporate whose affairs he
or she is investigating maintains or has maintained
a bank account of any description whether alone or

jointly with another person and whether in The
Gambia or elsewhere, into or out of which there has
been paid -
(a) the emoluments or part of the emolu-

ments of his or her office as a director
particulars of which have not been
disclosed in the financial statements of
the company or other body corporate for
any financial year, contrary to the
provisions of Part V of the Third
Schedule to this Act in relation to
particulars in accounts of directors;
(b) any money which has resulted from or

been used in the financing of an undis-
closed transaction, arrangement or
agreement; or
(c) any money which has been in any way

connected with an act or omission or
series of acts or omissions, which, on the
part of that director, constituted
misconduct, whether fraudulent or not
towards the company or body corpo-rate
or its members,
the inspector may require the director to produce to

him or her all documents in the director’s
possession, or under his o her control, relating to
that bank account.
(2) For purposes of sub-section (1) (b), an

“undisclosed” transaction arrangement or
agreement is one the particulars of which have not
been disclosed in the financial statement of any
company or in a statement annexed thereto for any
financial year, including the disclosure of contracts
between companies and their directors.
311. Obstruction of inspector to be treated as

contempt of court.
(1) When an inspector is appointed under section

306 or 307 of this Act to investigate the affairs of a
company, the provisions of this section applies in

the case of-
(a) an officer or agent of the company;
(b) an officer or agent of another body

corporate whose affairs are investigated
under section 308 of this Act; and
(c) any such person as is mentioned in section

309 (2) of this Act.
(2) Sub-section (4) of section 309 of this Act applies

with regard to references in sub-section (1) of this
section to an officer or agent.
(3) If any such person as is mentioned in section

309 (2) of this Act -
(a) refuses to produce any book or

document which it is his or her duty
under section 309 or 310 of this Act to
produce;
(b) refuses to attend before the inspector

when required to do so; or
(c) refuses to answer any question put to

him or her by the inspector with
respect to the affairs of the company
or other body corporate, as the case
may be,
the inspector may certify the refusal in writing to the

court.
(4) The court may-
(a) on receiving a certification under sub-

section (3), enquire into the case; and
(b) after hearing any witnesses who may

be produced against or on behalf of the
alleged offender and any statement
which may be offered in defence,
punish the offender in like manner as if he or she

had been guilty of contempt of the court.
312. Inspectors report
(1) The inspector may, and if so directed by the

Registrar, shall make to the Registrar-
(a) interim reports; and
(b) on the conclusion of his or her investi-

gation to a final report, which shall be
written or printed, as the Registrar may
direct.
(2) The Registrar may direct that a copy of the

inspector’s report be forwarded to the company at
its registered or head office.
(3) Where an inspector is appointed under section

306 of this Act in pursuance of an order of the court,
the Registrar shall furnish to the court a copy of any
reports made to him or her.
(4) The Registrar may also, if it thinks fit -
(a) furnish a copy on request and on pay-

ment of the prescribed fee to-
(i) any member of the company or

other body corporate which is the
subject of the report,
(ii) any person whose conduct is

referred to in the report,
(iii) the auditors of the company or body

corporate,
(iv) the person who requested for the

investigation,
(v) any other person whose financial

interests appear to the Registrar
to be affected by the matters dealt
with in the report, whether as
creditors of the company or body

corporate, or otherwise; and
(b) cause the report to be printed and

published.
313. Power to bring civil proceedings on

company’s behalf
(1) If, from any report made under section 312 of

this Act, it appears to the Registrar, that any civil
proceedings ought, in the public interest, to be
brought by the company or anybody corporate, the
Registrar may himself or herself bring the
proceedings in the name and on behalf of the
company or the body corporate.
(2) The Registrar shall indemnify the body corpo-

rate against any costs or expenses incurred by it in
or in connection with proceedings brought under
this section, and any costs or expenses so incurred
shall, if not otherwise recoverable, be defrayed out
of the Consolidated Fund.
314. Criminal proceedings and other

proceedings by the Attorney General of The
Gambia

this Act it appears that any person has, in relation to
the company or anybody corporate whose affairs
have been investigated by virtue of section 308 of
this Act, committed an offence for which he or she
is criminally liable, the report shall be referred to the
Attorney General.
(2) If the Attorney General considers that the case

referred to him or her is one in which a prosecution
ought to be instituted, he or she shall direct action
accordingly, and it is the duty of all officers and
agents of the company or other body corporate, as
the case may be, other than the defendant in the
proceedings, to give all assistance in connection
with the prosecution which they are reasonably able
to give.

this Act, it appears to the Registrar that procee-
dings ought, in the public interest, to be brought by
the body corporate dealt with by the report for the
recovery of-
(a) damages in respect of any fraud,

misfeasance or other misconduct in
connection with the promotion or formation
of that body corporate or the management
of its affairs; or
(b) any property of the body corporate which

has been misapplied or wrongfully
retained,
he or she may refer the case to the Attorney

General for his or her opinion as to the bringing of
proceedings for that purpose in the name of the
body corporate.
(4) If proceedings are brought under sub-section

(3) of this section, it is the duty of all officers and
agents of the company or other body corporate, as
the case may be, other than the defendant in the
proceedings, to give the Attorney General all
assistance in connection with the proceedings
which they are reasonably able to give.
(5) The costs and expenses incurred by a body

corporate in or in connection with any proceedings
brought by it under sub-section (3) shall, if not
otherwise recoverable, be defrayed out of the
Consolidated Fund.
315. Power of the Registrar to present winding-

up petition
If, in the case of anybody corporate liable to be

wound up under this Act, it appears to the Registrar,
from a report made by an inspector under section
312 of this Act, that it is expedient in the public
interest that the body should be wound up, the
Registrar may, unless the body is already wound up
by the court, present a petition for it to be so wound
up if the court thinks it just and equitable to do so.
316. Expenses of investigation
(1) The expenses incidental to an investigation by

an inspector appointed by the Registrar under the
foregoing provisions of this Part, shall be defrayed
in the first instance out of the Consolidated Fund,
but the following persons are, to the extent
mentioned, liable to make repayment -
(a) any person who-
(i) is convicted on a prosecution

instituted, as a result of the
investigation by the Attorney General,
or
(ii) is ordered to pay damages or restore

any property in proceedings brought
by virtue of sub-section (3) of section
314 of this Act,
may in the same proceedings be ordered

to pay the expenses to such extent as are
specified in the order;
(b) anybody corporate in whose name

proceedings are brought under the
foregoing provision of this Part is liable to
the extent of the amount or value of any
sums or property recovered by it as a
result of those proceedings; and
(c) unless, as the result of the investigation, a

prosecution is instituted by the Attorney
General, the applicants for the investi-
gation, where the inspector was appointed
under section 306 of this Act are liable to
such extent, if any, as the Registrar may
direct.
(2) An amount for which a body corporate is liable,

by virtue of paragraph (b) of sub-section (1), shall
be a first charge on the sums or property mentioned
in that paragraph.
(3) For the purpose of this section, any cost or

expense incurred by the Registrar, in or in connec-
tion with the proceedings brought by virtue of sub-
section (2) of section 313 of this Act, shall be
treated as expenses of the investigation giving rise
to the proceedings.
(4) Expenses to be defrayed by the Registrar under

this section shall, so far as not recovered under this
section, be paid out of the Consolidated Fund.
317. Inspector’s report to be used as evidence

in legal proceedings
(1) A copy of a report of an inspector appointed

under sections 306 and 308 of this Act, certified by
the Registrar to be a true copy, is admissible in any
legal proceedings as evidence of the opinion of the
inspector in relation to a matter contained in the
report.
(2) A document purporting to be such a certificate

as is mentioned in sub-section (1) shall be received
in evidence and be deemed to be such a certificate,
unless the contrary is proved.
318. Appointment, etc. of inspectors to

investigate owner ship of a company
(1) Where it appears to the Registrar, that there is

good reason so to do, he or she may, with approval
of the Minister, appoint one or more competent
inspectors to investigate and report on the
membership of any company and otherwise with
respect to the company for the purpose of
determining the true persons who-
(a) are or have been financially interested in

the success or failure, real or apparent of
the company; or
(b) are able to control or materially to influence

the policy of are company.
(2) The appointment of an inspector under this

section may-
(a) define the scope of his or her investi-

gation, whether as respects the matter or
the period to which it is to extend or
otherwise; and
(b) in particular, limit investigation to matters

connected with particular shares or
debentures.
(3) Where an application for an investigation under

this section, with respect to particular shares or
debentures of a company, is made to the Registrar
by members of the company and the number of
applicants or the amount of the shares held by them
is not less than that required for an application for
the appointment of an inspector under paragraphs
(a) and (b) of sub-section (2) of section 306 of this
Act -
(a) the Registrar shall with the approval of the

Minister, appoint an inspector to conduct
the investigation unless he or she is
satisfied that the application is vexatious;
and
(b) the inspector’s appointment shall not

exclude, from the scope of his or her
investigation, any matter which the
application seeks to include except insofar
as the Registrar is satisfied that it is
reasonable for the matter to be
investigated.
(4) Subject to the terms of an inspector’s appoint-

ment, his or her powers extend to the investigation
of any circumstances suggesting the existence of
an arrangement or understanding which, though not
legally binding-
(a) is, was, or is likely to be, observed in

practice; and
(b) is relevant to the purposes of his or her

investigation.
. 319. Provisions applicable to investigation
(1) For the purposes of an investigation under

section 318 of this Act, the provisions of sections
308 to 312 of this Act apply with the necessary
modifications to references to the affairs of the
company or to those of any body corporate, so
however, that -
(a) those sections apply in relation to all

persons who-
(i) are or have been, or whom the

inspector has reasonable cause to
believe to be or have been,
financially interested in the
success or failure or the apparent
success or failure of the company
or any other body corporate whose
membership is investigated with
that of the company, or
(ii) are able to control or materially to

influence the policy of the com-
pany or other body corporate,
including persons concerned only on

behalf of others, as they apply in relation
to officers and agents of the company or
of the other body corpo-rate, as the case
may be; and
(b) the Registrar is not bound to furnish the

company or any other person with a copy a
part of any report by an inspector
appointed under section 318 of this Act or
with a complete copy of the report if he or
she is of the opinion that there is good
reason for not divulging the contents of the
report or of part of the report, but shall
keep a copy of the report or, as the case
may be, the part of the report, as regards
which he or she is not of that opinion.
(2) The expense of any investigation under section

318 of this Act shall be defrayed out of the
Consolidated Fund.
320. Power to require information
(1) Where it is made to appear, to the Registrar,

that there is good reason to investigate the
ownership of any shares in or debentures of a
company and that it is not necessary to appoint an
inspector for the purpose, the Registrar may require
any person who he or she has reasonable cause to
believe -
(a) to be or to have been interested in those

shares or debentures; or
(b) to act or have acted in relation to those

shares or debentures as a legal practi-
tioner or an agent of some one interested
therein,
to give to the Registrar any information, which the

person has or might reasonably be expected to
obtain, as to the present and past interest in those
shares or debentures and the names and addre-
sses of the persons interested and of any persons
who act or have acted on their behalf in relation to
the shares or debentures.
(2) For the purposes of this section, a person is

deemed to have an interest in a share or debenture
if-
(a) he or she has any right to acquire or

dispose of the share or debenture or any
interest therein or to vote in respect the
share or debenture;
(b) his or her consent is necessary for the

exercise of any of the rights of other
persons interested therein; or
(c) other persons interested in the share or

debenture can be required or are
accustomed to exercise their rights in
accordance with his or her instructions.
(3) A person who fails to give information required

of him or her under this section, or who, in giving
the information-
(a) makes any statement which he or she

knows to be false in a material particular; or
(b) recklessly makes any statement which is

false in a material particular,

fine of five thousand dalasis or imprisonment for a
term of six months, or to both the fine and
imprisonment.
321. Power to Impose restrictions on shares etc.
(1) Where in connection with an investigation under

section 318 or 320 of this Act, it appears to the
Registrar that there is difficulty in finding out the
relevant facts about any share whether issued or to
be issued, and that the difficulty is due wholly or
mainly to the unwilling-ness of the persons
concerned or any of them to assist the investigation
as required by this Act, the Registrar may in writing
direct that the shares shall until further notice be
subject to the restrictions imposed by this section.
(2) So long as any shares are directed to be subject

to the restrictions imposed by this section -
(a) any transfer of those shares or, in case of

unissued shares, any transfer of the right
to be issue with those shares and any
issue of those shares, is void;
(b) no voting rights shall be exercisable in

respect of those shares;
(c) no further shares shall be issued in

right of those shares or in pursuance of
any offer made to the holder of those
shares;
(d) except in a liquidation, no payment shall be

made of any sums due from the company
on those shares, whether in respect of
capital or otherwise.
(3) Where the Registrar directs shares to be subject

to restrictions under this section, or refuse to direct
that shares shall cease to be subject to restrictions,
a person aggrieved by the direction or refusal may
appeal to the court, and the court may, if it sees fit,
direct that the shares shall cease to be subject to
the restrictions.
(4) A direction or an order of the court that shares

shall cease to be subject to restrictions under this
section, expressed to be made with a view to
permitting a transfer of those shares, may continue
the restrictions mentioned in paragraphs (c) and (d)
of sub-section (2) of this section, either in whole or
in part, so far as they relate to a right acquired or an
offer made before the transfer.
(5) A person who-
(a) exercises or purports to exercise any

right to dispose of any shares which, to his
or her knowledge, are for the time being
subject to restrictions under this section;
(b) votes in respect of any shares whether as

hlder or proxy, or appoints a proxy to vote
in respect of the shares; or
(c) being the holder of any shares, fails to

notify that they are subject to restriction,

fine of five thousand dalasis or imprisonment for a
term of six months, or to both the fine and
imprisonment.
(6) Where shares in any company are issued in

contravention of the restrictions, the company and
(7) A prosecution shall not be instituted under this

section except by or with the consent of the
Attorney General.
(8) This section applies in relation to debentures as

it applies in relation to shares.
322. Savings for Legal practitioners and

bankers
Nothing in the foregoing provisions of this Part of

this Act requires disclosure to the Registrar or to an
inspector appointed by him or her, by-
(a) a legal practitioner, of any privileged

communication made to him or her in that
capacity, except as regards the name and
address of his or her client; or
(d) a company’s bankers as such, of any

information as to the affairs of any of their
customers other that the company.
CHAPTER VII - FINANCIAL STATEMENTS AND

AUDIT
PART I – FINANCIAL STATEMENTS
SUB-PART 1 - ACCOUNTING RECORDS
323. Companies to keep accounting records
(1) A company shall cause accounting records to be

kept in accordance with this section.
(2) The accounting records shall be sufficient to

show and explain the transactions of the company
and shall be such as to -
(a) disclose with reasonable accuracy, at

any time, the financial position of the
company; and
(b) enable the directors to ensure that any

financial statements prepared under this
Chapter comply with the requirements of
this Act as to the form and content of the
company’s statements.
(3) The accounting records shall in particular,

contain –
(a) entries from day-to-day of all sums of

money received and expended by the
company, and the matters in respect of
which the receipt and expenditure took
place; and
(b) a record of the assets and liabilities of

the company.
(4) If the business of the company involves dea-

ling in goods, the accounting records shall
contain –
(a) statements of stocks held by the com-pany

at the end of each year of the company;
(b) all statements of stock takings from which

any such statement of stock as is
mentioned in paragraph (a) of this sub-
section has been or is to be prepared; and
(c) except in the case of goods sold by way

of ordinary retail trade, statements of all
goods sold and purchased, showing the
goods and the buyers and sellers in
sufficient detail to enable all of them to be
identified.
324. Place and duration of records
(1) The accounting records of a company shall be

kept at its registered office or such other place in
The Gambia as the directors think fit, and shall at all
times be open to inspection by the officers of the
company.
(2) Subject to any direction with respect to the

disposal of records given under winding-up rules,
accounting records which a company is required by
section 323 of this Act to keep shall be preserved
by the company for a period of six years from the
date on which they were made.
325. Penalties for non-compliance with sections

323 and 334
(1) If a company fails to comply with a provision of

section 323 or 324 (1) of this Act, every officer of
the company who is in default commits an offence,
unless the officer shows that he or she acted
honestly and that, in the circumstances in which the
business of the company was carried on, the default
was excusable.
(2) An officer of a company who fails to take all

reasonable steps, for securing compliance by the
company with section 324 of this Act, or inten-
tionally causes any default by the company under
that section commits an offence.
(3) A person who commits an offence under this
section is liable on conviction to a fine of one
hundred thousand dalasis or imprisonment for a
term not exceeding one year, or to both the fine and
imprisonment.
326. Directors’ duty to prepare annual accounts
(1) In the case of every company, the directors of a

company shall, in respect of each year of the
company, prepare financial statements for the year.
(2) Subject to sub-section (3), the

financial statements required under sub-section (1)
of this section include –
(a) statement of the accounting policies;
(b) the balance sheet as at the last day of

the year;
(c) a profit and loss account or, in the case

of a company not trading for profit, an
income and expenditure account for the
year;
(d) notes on the accounts;
(e) the auditors’ reports;

(f) the directors’ report
(g) a cash flow statement;
(h) a value added statement for the year;
(i) comparative figures of the previous

year; and
(j) in the case of a holding company, the

group financial statements.
(3) The directors shall, at their first meeting after

the incorporation of the company-
(a) determine to what date in each year
financial statements shall be made up; and
(b) give notice of the date to the Registrar
within fourteen days of the determination.
(4) The director of a holding company shall ensure

that, except where in their opinion there are good
reasons against it, the year of each of its
subsidiaries shall coincide with the year of the
company.
SUB-PART 2 - DIRECTORS’ REPORTS
327. Directors’ report
(1) The directors shall, in the case of a company,

prepare in respect of each year, a report –
(a) containing a fair view of the develop-

ment of the business of the company and
its subsidiaries during the year and of

their position at the end of the year; and
(b) stating the amount, if any, which they

recommend should be paid as dividend
and the amount, if any, which they
propose to carry to reserves.
(2) The directors’ report shall state-
(a) the names of the persons who, at any time

during the year, were directors of the
company; and
(b) the principal activities of the company and

its subsidiaries in the course of the year
and any significant change in those
activities in the year.
(3) The directors’ report shall also state the matters,

and give the particulars, required by Part I of the
Fifth Schedule to this Act.
(4) Part II of the Fifth Schedule to this Act applies

as regards the matters to be stated in the directors’
report the directors in the circumstances specified in
the Schedule.
(5) Part III of the Fifth Schedule to this Act applies

as regards the matters to be stated in the directors’
report relative to the employment, training and
advancement of disabled persons, the health,
safety and welfare at work of the employees of the
company and the involvement of employees in the
affairs, policy and performance of the company.
(6) Where there is a failure to comply with the

requirements of this Act as to the matters to be
stated, and the particulars to be given, in the
directors’ report, every person who was a director of
the company immediately before the end of the
period prescribed for laying and delivering financial
statements commits an offence and is liable on
conviction to a fine of five hundred thousand dalasis
or imprisonment for a term of not more than two
years.
(7) In proceedings for an offence under sub-section

(6), it is a defence for the person to prove that he or
she took all reasonable steps for securing
compliance with the requirements in question.
(8) The directors’ report shall be approved by the

board of directors and signed on behalf of the board
by a director or the secretary of the company.
(9) Every copy of the directors’ report which is laid

before the company in general meeting, or which is
otherwise circulated, published or issued, shall state
the name of the person who signed it on behalf of
the board.
(10) The copy of the directors’ report which is

delivered to the Registrar shall be signed on behalf
of the board by a director or the secretary of the
company.
(11) If a copy of the directors’ report-
(a) is laid before the company, or otherwise

circulated, published or issued, without
the report having been signed as required
by this section or without the required
statement of the signatory’s name being
included; or
(b) is delivered to the Registrar without being

signed as required by this section,
the company, and every officers of the company in

default, commits an offence and is liable on
conviction to a fine of three hundred thousand
dalasis.
SUB-PART 3 – FINANCIAL STATEMENTS
328. Persons entitled to receive financial

statements as of right.
(1) A company’s balance sheet and every copy of it

which is laid before the company in general meeting
or delivered to the Registrar shall be signed on
behalf of the board by two of the directors of the

company.
(2) If a copy of the balance sheet –
(a) is laid before the company or delivered to

the Registrar without being signed as
required by this section; or
(b) not being a copy so laid or delivered, is

issued, circulated or published in a case
where the balance sheet has not been
signed as so required or where (the
balance sheet having been so signed) the
copy does not include a copy of the
signatures or signature as the case may
be,
the company and every officers of the company

who is in default commits an offence and is liable on
conviction to a fine of one hundred thousand
dalasis.
(3) A company’s profit and loss account and, so far

as not incorporated in its individual balance sheet or
profit and loss account, any group accounts of a
holding company shall be annexed to the balance
sheet, and the auditors’ report and the directors’
report shall also be attached to the balance sheet.
(4) The balance sheet and the profit and loss

account annexed to it shall be approved by the
board of directors and signed on their behalf by two
directors authorized to do so.
329. Persons entitled to receive financial

statement as of right
(1) A copy of a company’s financial statements for

the year shall, not less than twenty-one days before
the date of the meeting at which they are to be laid
in accordance with section 337 of this Act, be sent
to each of the following persons –
(a) every member of the company, whether or

not entitled to receive notice of general
meetings;
(b) every holder of the company’s deben-

tures, whether or not so entitled; and
(c) all persons, other than members and

debenture holders, being persons so
entitled.
(2) In the case of a company not having a share

capital, sub-section (1) does not require a copy of
the financial statements to be sent to a member of
the company who is not entitled to receive notices
of general meeting of the company, or to a holder of
the company’s debenture who is not so entitled.
(3) Sub-section (1) does not require copies of the

financial statements to be sent to –
(a) a member of the company or a debenture

holder, being in either case a person who
is not entitled to receive notices of general
meeting and of whose address the
company is unaware;
(b) more than one of the joint holders of any

shares or debentures none of whom are
entitled to receive notices of general
meeting; or
(c) those who are not so entitled in the case of

joint holders of shares or debentures some
of whom are not entitled to receive notices
of general meeting.
(4) If copies of the financial statements are sent less

than twenty-one days before the date of the
meeting, it shall, notwithstanding that fact, be
deemed to have been duly sent if it is so agreed by
all the members entitled to attend and vote at the
meeting.

(1) of this section, the company and every officerof
and is liable on conviction to a fine of one hundred
thousand dalasis.
330. Directors’ duty to lay and deliver financial

statements
(1) In respect of each year, the directors shall, at a
date not later than eighteen months after
incorporation of the company and subsequently
once at least in every year, lay before the company
in general meeting copies of the financial
statements of the company made up to a date not
exceeding nine months previous to the date of the
meeting.
(2) The auditors’ report shall be read before the
company in general meeting, and be open to the
inspection of any member of the company.
(3) In respect of each year, the directors shall
deliver with the annual return to the Registrar a
copy of the balance sheet, the profit and loss
account and the notes on the statements which
were laid before the general meeting as required by
this section.
(4) In the case of an unlimited company, the
directors shall not be required by sub-section (3) of
this section to deliver a copy of the accounts if the
company-
(a) has at no time during the accounting

reference period been, to its knowledge,
the subsidiary of a company that was then
limited, and there have at no such time, to
its knowledge, been held or been
exercisable, by or on behalf of two or more
companies that were then limited, shares
or powers which, if they had been held or
been exercisable by one of them, would
have made the company its subsidiary;
and
(b) has, at no such time, been the holding

company of a company which was then
limited.
(5) References in this section to a company that

was limited at a particular time are to a body
corporate, under whatever law incorporated the

liability of whose members was at that time limited.
331. Penalty for non-compliance with section

337
(1) If in a year any of the requirements of section
330 (1) or (3) of this Act is not complied with by any
company, every person who immediately before the
end of that period was a director of the company
commits, in respect of each of those sub-sections
which is not so complied with, an offence and is
liable to a daily default fine of-
(a) one thousand dalasis in the case of a

small company, a company limited by
guarantee or an unlimited company; and
(b) five thousand dalasis, in the case of any

other company.
(2) If a person is charged with an offence in respect
of any of the requirements of sub-section (1) or (3)
of section 330 of this Act, it is a defence for the
person to prove that he or she took all reasonable
steps for securing that those requirements are
complied with before the end of the period allowed
for laying and delivering accounts.
(3) In proceedings under this section with respect to

a requirement to lay a copy of a document before a
company in general meeting, or to deliver a copy of
a document to the Registrar, it is not a defence to
prove that the document in question was not in fact
prepared as required by this Part.
332. Default order in case of non-compliance
(1) If –
(a) in respect of a year, any of the

requirements of sub-sections (1) and (3)
of section 330 of this Act has not been
complied with by a company before the
end of the period allowed for laying and
delivering financial statements; and
(b) the directors of the company fail to make

good the default within fourteen days
after the service of a notice on them
requiring compliance,
the court may, on application by any member or

creditor of the company or by the Registrar, make
an order directing the directors, or any of them to
make good the default within such time as may be
specified in the order.
(2) The court’s order may provide that all costs of

and incidental to the application shall be borne by
the directors.
(3) Nothing in this section affects the provisions of

333. Penalty for lying or delivering defective

financial statements
(1) If any financial statements of a company, other

than its group financial statement, of which a copy
is laid before the shareholders in general meeting
or delivered to the Registrar do not comply with the
requirement of this Act as to the matters to be
included in, or in a note to, those financial
statements, every person who at the time when the
copy is so laid or delivered is a director of the
company commits an offence and is liable to a fine
of fifty thousand dalasis.
(2) If any group financial statements of which a

copy is laid before a company in a general meeting
or delivered to the Commission do not comply with
section 330 (4) and (5) or section 331 of this Act
and with the other requirements of this Act as to the
matters to be included in or in a note to those
financial statements, every person who at the time
when the copy was so laid or delivered was a
director of the company commits an offence and is
liable to a fine of fifty thousand dalasis.
(3) In proceedings against a person for an offence

under this section, it is a defence for the person to
prove that he or she took all reasonable steps for
securing compliance with the requirements in
question.
334. Shareholders right to obtain copies of

financial statements
(1) A member of a company, whether or not he or

she is entitled to have sent to him or her copies of
the company’s financial statements, and any holder
of the company’s debentures, whether or not so
entitled is entitled to be furnished, on demand and
without charge, with a copy of the company’s last
financial statements.
(2) If, when a person makes a demand for a

document with which he or she is entitled by this
section to be furnished, default is made in
complying with the demand within seven days after
its making, the company and every officer of the
is liable to a daily default fine of five thousand
dalasis, unless it is proved that the person has
already made a demand for, and been furnished
with a copy of the document
SUB-PART 4 - MODIFIED FINANCIAL STATEMENTS
335. Entitlement to deliver financial statements

in modified form
(1) In certain cases, the directors of a company

may, in accordance with Part I of the Sixth
Schedule to this Act, deliver modified financial
statements in respect of a year as a small company.
(2) For the purposes of sections 336 to 338 of this

Act and the Sixth Schedule to this Act, “deliver”
means deliver to the Registrar.
336. Qualification of a small company
(1) A company qualifies as a small company in a

year if for that year the following conditions are
satisfied –
(a) it is a private company having a share

capital;
(b) the amount of its turnover for that year is

not more than two million dalasis or
such amount as may be prescribed by
the Registrar;
(c) its net assets value is not more than one

million dalasis or such amount as may
be fixed by the Registrar;
(d) none of its members is a Government or

a Government corporation or agency or
its nominee; and
(e) the directors between them hold not less

than fifty-one per cent of its equity share
capital.
(2) In applying sub-section (1) to a period which is

a company’s year but not in fact a year, the
maximum figures for turnover in paragraph (b) of
that sub-section shall be proportionately adjusted.
337. Modified individual financial statements
(1) The directors of a company may, subject to

section 338 of this Act where the company has
subsidiaries deliver individual financial statements
modified as for a small company in the cases
specified in sub-sections (2) and (3) and Part I of
the Sixth Schedule to this Act shall apply with
respect to the delivery of financial statements so
modified.
(2) The directors may, in respect of the company’s

first year, deliver financial statements modified as
for a small company, if in that year it qualifies as a
small company.
(3) The directors may, in respect of a company’s

year subsequent to the first, deliver financial
statements modified as for a small company –
(a) if the company qualifies as a small

company and it also so qualified in the
preceding year;
(b) although not qualifying in that year as a

small company, if in the preceding year it
so qualified and the directors were entitled
to deliver financial statements so modified
in respect of that year;
(c) if, in that year, the company qualifies as a

small company and the directors were
entitled under paragraph (b) of this sub-
section to deliver financial statements so
modified for the preceding year, although
the company did not in that year qualify as
a small company.
338. Modified financial statements of holding

company
(1) This section applies to a holding company where

in respect of a year in which it is required to prepare
group financial statements for the company and its
subsidiaries.
(2) The directors of the holding company may not

under section 337 of this Act deliver financial
statements modified as for a small company, unless
the group, (that is, the holding company and its
subsidiaries together) is in that year a small group,
and the group is small if it would so qualify under
section 336 of this Act (applying that section, if it
were all one company.
(3) The figures to be taken into account in

determining whether the group is small are the
group account figures, where the group financial
statements -
(a) are prepared as consolidated financial

statements, the figures for turnover and
balance sheet total; and
(b) are not prepared as consolidated financial

statements, the corresponding figures
given in the group financial statements,
with such adjustment as would have been
made if the statements had been prepared
in consolidated form,
aggregated in either case with the relevant figures

for the subsidiaries (if any) omitted from the group
accounts (excepting those for any subsidiary
omitted under section 323 (3) (a) of this Act on the
ground of impracticability).
(4) In the case of each subsidiary omitted from the

group financial statements, the figures relevant as
regards turnover and balance sheet total are those
which are included in the financial statements of
that subsidiary prepared in respect of its relevant
year (with such adjustment as would have been
made if those figures had been included in group
financial statements prepared in consolidated form).
(5) For the purposes of sub-section (4) of this sec-

tion, the relevant year of the subsidiary is, if its year
-
(a) ends with that of the holding company to

which the group financial statements
relate, that year; and
(b) does not end with that of the holding

company to which the group financial
statements relate, the subsidiary’s year
ending last before the end of the year of
the holding company.
(6) If the directors are entitled to deliver modified

financial statements, they may also deliver modified
group financial statements, and the group financial
statements –
(a) if consolidated, may be in accordance with

Part II of the Seventh Schedule (while
otherwise comprising or corresponding
with group financial statements prepared
under section 323 of this Act); and
(b) if not consolidated, may be such as

(together with any notes) give the same or
equivalent information as required by
paragraph (a) of this sub-section.
(7) Part III of the Seventh Schedule to this Act

applies to modified group financial statements
whether consolidated or not.
SUB-PART 5 - PUBLICATION OF FINANCIAL

STATEMENTS
339. Publication by a company of full individual

or group financial statements
(1) This section applies to the publication by a

company of full individual or group financial
statements, that is, the statements required by
section 330 of this Act to be laid before the
company in general meeting and delivered to the
Registrar, including the directors’ report, unless

dispensed with under paragraph 3 of the Sixth
Schedule to this Act, but does not apply to interim
financial statements.
(2) If a company publishes individual financial

statements (modified or otherwise) for a year, it
shall publish with them the relevant auditors’ report.
(3) If a company which is required to prepare group

financial statements for a year, publishes individual
financial statements for that year, it shall also
publish with them its group financial statements
(which may be modified financial statements, but
only if the individual financial statements are
modified).
(4) If a company publishes group financial state-

ments (modified or not) otherwise than together with
its individual financial statements, it shall publish
with them the relevant auditors’ report.
(5) References in this section to the relevant

auditors’ report are to the auditors’ report under
section 344 of this Act or in the case of modified
financial statements (individual group), the auditors’
special report under paragraph 10 of the Sixth
Schedule to this Act.
(6) A company which contravenes a provision of

this section and any officer of the company who is
in default commits an offence and liable to a daily
default fine of five thousand dalasis.
340. Publication of abridged financial

statements
(1) This section shall apply to the publication by a

company of abridged financial statements, that is,
any balance sheet or profit and loss account
relating to a year of the company or purporting to
deal with that year otherwise than as part of full
financial statements (individual or group) to which
section 339 of this Act applies.
(2) The reference in sub-section (1) to a balance

sheet or profit and loss account, in relation to
financial statements published by a holding
company, includes an account in any form
purporting to be a balance sheet of profit and loss
account for the group consisting of the holding
company and its subsidiaries.
(3) If the company publishes abridged financial

statements, it shall publish with those statements, a
statement indicating -
(a) that the statements are not full financial

statements;
(b) whether full individual or full group

financial statements according as the
abridged statements, deal solely with the
company’s own affairs or with the affairs of
the company and any subsidiaries, have
been delivered to the Registrar or, in the
case of an unlimited company exempted
under sub-section (4) of section 330 of this
Act from the require-ment to deliver
financial statements, that the company is
so exempted;
(c) whether the company’s auditors have

made a report under section 344 of this
Act on the company’s financial statements
for any year with which the abridged
financial statements purport to deal; and
(d) whether any report so made was unqu-

alified (meaning that it was a report,
without qualification, to the effect that in
the opinion of the person making it, the
company’s financial statements had been
properly prepared).
(4) Where a company publishes abridged financial

statements, it shall not publish with those
statements any such report of the auditors as is
mentioned in sub-section (3) (c).
(5) A company which contravenes a provision of

this section, and any officer of the company who is
in default commits an offence and liable to a daily
default fine of five thousand dalasis.
SUB-PART 6 - SUPPLEMENTARY
341. Power to alter accounting requirements
The Minister may, after consultation with the

Council of the Gambia Institute of Chartered
Accountants, by regulations –
(a) add to the classes of documents to be–
(i) comprised in a company’s financial

statements for a year to be laid
before the company in general
meeting as required by section 330
of this Act, or
(ii) delivered to the Registrar under that

section, and make provision as to
the matters to be included in any
document to be added to either
class;
(b) modify the requirements of this Act as to

the matters to be stated in a document of
any of those class; or
(c) reduce the classes of documents to be

delivered to the Registrar under section
335 of this Act.
PART II – AUDIT
342. Appointment of auditors
(1) A company shall, at each annual general

meeting, appoint an auditor or auditors to audit the
financial statements of the company and to hold
office from the conclusion of that, until the
conclusion of the next, annual general meeting.
(2) At an annual general meeting, a retiring auditor,

however appointed, shall be re-appointed without
any resolution being passed unless -
(a) he or she is not qualified for re-

appointment;
(b) a resolution has been passed at that

meeting appointing some other person
instead of him or her or providing
expressly that he or she shall not be re-
appointed; or
(c) he or she has given the company notice in

writing of his or her unwillingness to be re-
appointed.
(3) Where notice is given of an intended resolution

to appoint some person or persons in place of a
retiring auditor, and by reason of the death,
incapacity or disqualification of that person or of all
those persons, as the case may be, the resolution
cannot be proceeded with, the retiring auditor shall
not be automatically re-appointed by virtue of sub-
section (2).
(4) Where, at an annual general meeting, auditors

are not appointed or re-appointed, the directors may
appoint a person or persons to fill the vacancy.
(5) The company shall, within seven days of the

power of the directors under sub-section (4)
becoming exercisable, give notice of that fact to the
Registrar, and if a company fails to give notice as
required by this sub-section, the company and
commits an offence and is liable to a fine of five
hundred dalasis for every day during which the
default continues.
(6) Except as provided in sub-section (7), the first

auditors of a company may be appointed by the
directors at any time before the company is entitled
to commence business and auditors so appointed
shall hold office until the conclusion of the next
annual general meeting.
(7) The company may-
(a) at a general meeting remove any audi-

tors appointed under sub-section (6) and
appoint in their place any other person
who has been nominated for appointment
by any member of the company and of
whose nomination notice has been given
to the members of the company not less
than fourteen days before the date of the
meeting; and
(b) if the directors fail to exercise their powers

under sub-section (6), the company may
appoint, in a general meeting convened for
that purpose, the first auditors and
thereupon the powers of the directors shall
cease.
(8) The directors may fill any casual vacancy in the

office of auditor but while a vacancy continues, the
surviving or continuing auditor or auditors, if any,
may act.
343. Qualification of auditors
(1) A person is not qualified for appointment as an

auditor of a company for the purpose of this Act,
unless he or she is a member of a body of
accountants in The Gambia established by the
Financial Reporting Act 2013.
(2) None of the following persons is qualified for

appointment as an auditor of a company –
(a) an officer or servant of the company;
(b) a person who is a partner of or in the

employment of an officer or servant of the
company; or
(c) a body corporate,
and for this purpose an auditor of a company is not

regarded as an officer or a servant of the company.
(3) A person is also not qualified for appointment

as an auditor of a company if he or she is, under
sub-section (6), disqualified for appointment as an
auditor of any other body corporate which is that
company’s subsidiary or holding company or a
subsidiary of that company’s holding company, or
would be so disqualified if the body corporate were
a company.
(4) Notwithstanding sub-sections (1), (2) and (3), a

firm is qualified for appointment as auditor of a
company if, but only if, all the partners are qualified
for appointment as auditors of the company.
(5) A person shall not act as an auditor of a

company at a time when the person knows that he
or she is disqualified for appointment to that office
and if an auditor of a company to his or her
knowledge becomes so disqualified during his or
her term of office, he or she shall-
(a) thereupon vacate his or her office; and
(b) give notice in writing to the company that

he or she has vacated it by reason of that
disqualification.
(6) A person who acts-
(a) as auditor in contravention of sub-section

(5), of this section; or
(b) fails, without reasonable excuse, to give

notice of vacating his or her office as
required by that sub-section,

fine of fifty thousand and, for continued
contravention, to a daily default fine of one
thousand dalasis.
344. Auditors’ report
(1) The auditors of a company shall make a report

to its members on the accounts examined by them,
and on every balance sheet and profit and loss
account, and on all group financial statements

copies of which are to be laid before the company in
a general meeting during the auditors’ tenure of
office.
(2) In addition to the report made under sub-section

(1), the auditor shall, in the case of a public
company, also make a report to an audit committee
to be established by the public company.
(3) The audit committee referred to in sub-section

(2), shall-
(a) consist of an equal number of directors

and representatives of the shareholders of
the company (subject to a maximum
number of six members); and
(b) examine the auditors report and make

recommendations thereon to the annual
general meeting as it may think fit.
(4) A member of the audit committee is not entitled

to remuneration and is subject to re-election
annually.
(5) A member may nominate a shareholder as a

member of the audit committee by giving notice in
writing of the nomination to the secretary of the
company at least twenty-one days before the
annual general meeting.
(6) Subject to such other additional functions and

powers that the company’s articles may stipulate,
the objectives and functions of the audit committee
are to –
(a) ascertain whether the accounting and

reporting policies of the company are in
accordance with legal requirements and
agreed ethical practices;
(b) review the scope and planning of audit

requirements;
(c) review the findings on management

matters in conjunction with the foreign

auditor and departmental responses on
the findings;
(d) keep under review the effectiveness of the

company’s system of accounting and
internal control;
(e) make recommendations to the board of

directors in regard to the appointment,
removal and remuneration of the foreign
auditors of the company; and
(f) authorize the internal auditor to carry out

investigations into any activities of the
company which may be of interest or
concern to the committee.
345. Auditors’ duties and powers
(1) It is the duty of the company’s auditors, in

preparing their report, to carry out such examination
as will enable them to form an opinion as to whether
-
(a) proper accounting records have been

kept by the company and proper return
adequate for their audit, have been
received from branches not visited by
them;
(b) the company’s balance sheet and, if not

consolidated, its profits and loss account
are in agreement with the accounting
records and returns.
(2) If the auditors are of opinion that proper

accounting records have not been received from
branches not visited by them, or if the balance
sheet and, if not consolidated the profit and loss
account are not in agreement with the accounting
records and returns, the auditors shall state that fact
in their report.
(3) An auditor of a company has a right of access

at all time to the company’s books, accounts and
vouchers, and is entitled to request from the

company’s office such information and explanations
as he or she thinks necessary for the performance
of the auditor’s duties.
(4) If the requirements of Parts V and VI of the

Third Schedule and Parts I to III of the Fourth
Schedule to this Act are not complied with in the
accounts, it is the’ duty of the auditors to include in
their report, so far as they are reasonably able to do
so, a statement giving the required particulars.
(5) It is the duty of the auditors to consider whether

the information given in the directors’ report for the
year for which the accounts are prepared is
consistent with those accounts, and if they are of
opinion that it is not, they shall state that fact in their
report.
346. Remuneration of auditors
(1) The remuneration of the auditors of a

company-
(a) may, in the case of an auditor appointed

by the directors be fixed by the directors;
or
(b) shall, subject to the foregoing para-graph,

be fixed by the company in general
meeting or in such manner as the
company in general meeting may
determine.
(2) For the purposes of sub-section (1),

“remuneration” includes sums paid by the company
in respect of the auditors’ expenses.
347. Removal of auditors
(1) A company may by ordinary resolution remove

an auditor before the expiration of his or her term of
office, notwithstanding anything in any agreement
between the company and the auditor.
(2) Where a resolution removing an auditor is

passed at a general meeting of a company, the
company shall, within fourteen days of the passing
of the resolution, give notice of that fact in the
prescribed form to the Registrar and if a company
fails to give the notice required by this sub-section,
is in default commits an offence and is liable to a
daily default fine of five hundred dalasis.
(3) Nothing in this section is to taken as depr-iving

a person removed under it of compensation or
damages payable to him or her in respect of the
termination of his or her appointment as auditor or
of any appointment terminating with that as auditor.
348. Auditors’ right to attend company’s

meetings
(1) A company’s auditors are entitled to attend any

general meeting of the company and to receive all
notices of, and other communications relating to,
any general meeting which a member of the
company is entitled to receive and to be heard at
any general meeting which they attend on any part
of the business of the meeting which concerns them
as auditor.
(2) An auditor of a company who has been removed

is entitled to–
(a) attend the general meeting at which his

or her term of office would otherwise
have expired;
(b) attend any general meeting at which it is

proposed to fill the vacancy caused by
his or her removal;
(c) receive all notices of, and other

communications relating to, a meeting
specified in paragraph (a) or (b) of this
sub-section, which any member of the
company is entitled to receive; and
(d) be heard at any such meeting which he

or she attends on any part of the

business of the meeting which concerns
him or her as former auditor of the
company.
349. Supplementary provisions relating to

auditors
(1) A special notice is required for a resolution at a

general meeting of a company-
(a) appointing as auditor a person, other

than a retiring auditor;
(b) filling a casual vacancy in the office of

auditor;
(c) re-appointing as auditor a retiring auditor

who was appointed by the directors to fill
a casual vacancy; or
(d) removing an auditor before the expi-

ration of his or her term of office.
(2) On receipt of notice of an intended resolution as

is mentioned in sub-section (1), the company shall
forthwith send a copy of the resolution –
(a) to the person proposed to be appointed

or removed, as the case may be;
(b) in a case within sub-section (1)(a) of this

section, to the retiring auditors; and
(c) where, in the case within sub-section

(1)(b) or (c) of this section, the casual
vacancy was caused by the resignation
of an auditor, to the auditor who
resigned.
(3) Where notice is given of a resolution as is

mentioned in sub-section (1)(a) or (d) and the
retiring auditor or, as the case may be, the auditor
proposed to be removed makes to the company in
writing with respect to the intended resolution,
representations not exceeding a reasonable length,
and requests their notification to members of the

company, the company shall (unless the
representations are received by it too late for it to do
so) –
(a) in any notice of the resolution given to

members of the company, state the fact
of the representations having been
made; and
(b) send a copy of the representations to

every member of the company to whom
notice of the meeting is or has been
sent.
(4) If a copy of the representations is not sent out

as required by sub-section (3) because they were
received too late or because of the company’s
default, the auditor may, without prejudice to his or
her right to be heard orally, require that the
representations shall be read out at the meeting.
(5) Copies of the representations need not be sent

out and the representations need not be read out at
the meeting if, on the application either of the
company or of any other person claiming to be
aggrieved, the court is satisfied that the rights
conferred by this section are being abused to
secure needless publicity for defamatory matter.
(6) The court may order the company’s costs on an

application under sub-section (5) to be paid in
whole or in part by the auditor, notwithstanding that
he or she is not a party to the application.
350. Resignation of auditors
(1) An auditor of a company may resign his or her

office by delivering a notice in writing to that effect
at the company’s registered office, and the notice
shall operate to bring his or her term of office to an
end on the date on which the notice is delivered, or
on such later date as may be specified in it.
(2) An auditor’s notice of resignation is not effective

unless it contains–
(a) a statement of any circumstances

connected with his or her resignation
which he or she considers should be
brought to the notice of the members or
creditors of the company; or
(b) a statement to the effect that there are

no circumstances as are mentioned in
paragraph (a) of this sub-section.
(3) Where a notice under this section is delivered at

a company’s registered office, the company shall,
within fourteen days of delivery, send a copy of the
notice –
(a) to the Registrar; and
(b) if the notice contained a statement under

sub-section 2 (b), to every person who
under section 336 of this Act is entitled
to be sent copies of the financial
statements.
(4) The company or any person claiming to be

aggrieved may, within fourteen days of the receipt
by the company of a notice containing a statement
under sub-section (2) (b), apply to the court for an
order under sub-section (5).
(5) If on an application under sub-section (4), the

court is satisfied that the auditor is using the notice
to secure needless publicity for defamatory matter,
it may-
(a) by order, direct that copies of the notice

need not be sent out;
(b) further order the company’s costs on the

application to be paid in whole or in part by
the auditor, notwithstanding that he or she
is not a party to the application.
(6) The company shall, within fourteen days of the

court’s decision, send to the persons mentioned in
sub-section (3) if the court –
(a) makes an order under sub-section (5), a

statement setting out the effect of the
order;
(b) does not make an order, a copy of the

notice containing the statement under
sub-section (2) (b).
(7) If default is made in complying with the

provisions of sub-section (3) or (6), the company
and every officer of the court who is in default
commits an offence and is liable to a daily default
fine of five hundred dalasis.
351. Right of resigning auditor to requisition

company meeting
(1) Where an auditor’s notice of resignation

contains a statement under section 350 (2)(b) of
this Act, there may be deposited with the notice a
requisition signed by the auditor calling on the
directors of the company forthwith duly to convene
an extra-ordinary general meeting of the company
for the purpose of receiving and considering such
explanation of the circumstances connected with his
or her resignation as he or she may wish to place
before the meeting.
(2) Where an auditor’s notice of resignation

contains a statement under section 350 (2)(b) of
this Act, the auditor may request the company to
circulate to its members before –
(a) the general meeting at which his or her

term of office would otherwise have
expired; or
(b) any general meeting at which it is

proposed to fill the vacancy caused by
his or her resignation or convened on his
or her requisition,
a statement in writing, not exceeding a reasonable

length, of the circumstances connected with his or
her resignation.
(3) If a resigning auditor requests the circulation of

a statement by virtue of sub-section (2), the
company shall, unless the statement is received by
it too late for it to comply –
(a) in any notice of the meeting given to

members of the company, state the fact of
the statement having been made; and
(b) send a copy of the statement to every

member of the company to whom notice of
the meeting is or has been sent.
(4) If the directors do not, within twenty-one days

from the date of the deposit of a requisition under
this section, proceed duly to convene a meeting for
a day not more than twenty-eight days after the
date on which the notice convening the meeting is
given, every director who fails to take all
reasonable steps to secure that a meeting is
convened as mentioned in this sub-section
commits an offence and is liable to a fine of five
thousand dalasis.
(5) If a copy of the statement mentioned in sub-

section (2) is not sent out as required by sub-
section (3) because it was received too late or
because of the company’s default, the auditor may,
without prejudice to his or her right to be heard
orally, require that the statement shall be read out
at the meeting.
(6) Copies of a statement need not be sent out and

the statement need not be read out at the meeting
if, on the application either of the company or of any
other person who claims to be aggrieved, the court
is satisfied that the rights conferred by this section
are being abused to secure needless publicity for
defamatory matter.
(7) The court may, on an application under sub-

section (6), order the company’s costs on to be paid
in a whole or in part by the auditor, notwithstanding
that he or she is not a party to the application.
(8) An auditor who has resigned his or her office is

entitled to
(a) attend any such meeting as is mentioned

in sub-section (2)(a) or (b);
(b) receive all notices of and other

communications relating to the meeting
which any member of the company is
entitled to receive; and
(c) be heard at any such meeting which he or

she attends on any part of the business of
the meeting that concerns him or her as
former auditor of the company.
352. Powers of auditors in relation to

subsidiaries
(1) Where a company has a subsidiary, then-
(a) if the subsidiary is a body corporate

incorporated in The Gambia it is the duty
of the subsidiary and its auditors to give
the auditors of the holding company such
information and explanation as those
auditors may reasonably require for the
purposes of their duties as auditors of the
holding company;
(b) in any other case, it is the duty of the

holding company, if required by its
auditors to do so, to take all such steps
as are reasonably open to it to obtain
from the subsidiary such information and
explanation as are mentioned in this sub-
section.
(2) If a subsidiary or holding company fails to

comply with the provisions of sub-section (1), the
subsidiary or holding company and every office of
and liable to a fine.
(3) An auditor who, without reasonable excuse, fails

to comply with paragraph (a) of sub-section (1),
commits an offence and is liable to a fine.
353. Liability of auditors for negligence
(1) A company’s auditor shall in the performance

of his or her duties, exercise all such care, diligence
and skill as is reasonably necessary in each
particular circumstance.
(2) Where a company suffers loss or damage as a

result of the failure of its auditor to discharge the
fiduciary duty imposed on him or her by sub-section
(1), the auditor is liable for negligence and the
directors may institute an action for negligence
against him or her in the court.
(3) If the directors fail to institute an action against

the auditor under sub-section (2), any member may
do so after the expiration of thirty days notice to the
company of his or her intention to institute the
action.
354. False statements to auditors
(1) An officer of a company commits an offence if

he or she knowingly or recklessly make to a
company’s auditors a statement, whether written or
oral, which –
(a) conveys or purports to convey any

information or explanation which the
auditors require, or are entitled to
require, as auditors of the company; and
(b) is misleading, false or deceptive in a

material particular.
(2) A person who commits an offence under this

section is liable to a fine of two hundred thousand
dalasis or imprisonment for a term of one year, or to
both the fine and imprisonment.
CHAPTER VIII - ANNUAL RETURNS
355. Annual return by company limited by

shares or guarantee
(1) A company shall, at least once in every year,

make and deliver to the Registrar an annual return
in the form, and containing the matters specified in
sections 356, 357 or 358 of this Act as may be
applicable.
(2) Notwithstanding sub-section (1), a company

need not make a return under this section either in
the year of its incorporation or, if it is not required
under this Act to hold an annual general meeting
during the following year, in that year.
356. Annual return by company having shares

other than small company
(1) The annual return by a company having shares

other than a small company shall-
(a) contain, with respect to the registered

office of the company, registers of
members and debenture holders, shares
and debentures, indebtedness, past and
present members and directors and
secretary, the matters specified in Part I of
the Eighth Schedule of this Act; and
(b) be in the form set out in Part II of the

Eighth Schedule or as near to it as
circumstances admit.
(2) Where the company has converted any of its

shares into stock and given notice of the conversion
to the Registrar, the list referred to in paragraph 5 of
Part I of the Eighth Schedule to this Act shall state
the amount of stock held by each of the existing
members instead of the amount of shares and the
particulars relating to shares required by that
paragraph.
(3) The return may, in any year, if the return for

either of the two immediately preceeding years has
given as at the date of that return the full particulars

required by the said paragraph 5 of the Eighth
Schedule to this Act, give only such of the
particulars required by that paragraph as relate to-
(a) persons ceasing to be or becoming

members since the date of the last
return; and
(b) shares transferred since that date in

the amount of stock held by a member.
357. Annual return by small Company
The annual return by a small company shall contain

the matters specified in Part I of the Ninth Schedule
to this Act and the return shall be in the form set out
in Part II of that Schedule or as near to it as
358. Annual return by company limited by

guarantee
(1) The annual return by a company limited by

guarantee shall be in the form prescribed in the
Tenth Schedule to this Act or as near to it as
(2) A company shall annex to the annual return a

statement containing particulars of the total amount
of the indebtedness of the company in respect of all
mortgages and charges which are required to be
registered with the Registrar under this Act.
359. Time for completion of annual return
A company shall complete the annual return within

thirty days after the annual general meeting for the
year, whether or not that meeting is the first or only
ordinary general meeting, of the company in that
year, and the company shall forthwith forward to the
Registrar a copy signed by a director and by the
secretary of the company.
360. Documents to be annexed to annual return
(1) Subject to section 362 of this Act, a company

shall annex to the annual return -
(a) a written copy, certified by a director and by

the secretary of the company to be a true
copy, of every balance sheet and profit and
loss account laid before the company in
general meeting held in the year to which
the return relates, including every
document required by law to be annexed to
the balance sheet; and
(b) a copy certified as specified under paragraph

(a) of this sub-section, of the report of the
auditors on, and of the report of the
directors accompanying, each balance
sheet.
(2) If a balance sheet as is mentioned in sub-

section (1) or a document required by law to be
annexed does not comply with the requirement of
the law as in force at the date of the audit with
respect to the form of balance sheets or documents
aforesaid, as the case may be, a company shall
make such additions to and corrections in the copy
as would have been required to be made in the
balance sheet or document in order to comply with
the requirements, and the fact that the copy has
been so amended shall be stated on it.
361. Certificates by private company and small

company in annual return
(1) A private company shall send, with the annual

return required by section 356, 357 or 358 of this
Act, a certificate signed both by a director and by
the secretary of the company-
(a) that the company has not, since the date of

the last return, or, in the case of a first
return, since the date of the incorporation of
the company, issued any invitation to the
public to subscribe for any shares or
debentures of the company; and
(b) where the annual return discloses the fact

that the number of members of the
company exceeds fifty, that the excess
consists wholly of persons who under this
Act are not included in reckoning the
number of fifty.
(2) A small company shall, in addition to the

certificate required under sub-section (1), send with
the annual return a certificate signed by a director
and the secretary that -
(a) it is a private company limited by shares;
(b) the amount of its turn-over for that year

is not more than two million dalasis or
such amount as may be fixed by the
Registrar;
(c) its net assets value is not more than

one million dalasis or such amount as
may be prescribed by the Registrar;
(d) none of its member is a Government, a

Government agent or nominee; and
(e) the directors among them hold not less

than fifty-one per cent of the equity share
capital of the company.
362. Exception in certain cases of unlimited

companies and small companies from
requirements of section 367
(1) An unlimited company shall be exempted from

the requirements imposed by section 354 of this Act
as to documents to be annexed under this Act to
the annual return if, but only if, at no time during the
period to which the return relates-
(a) has it been, to its knowledge, the

subsidiary of a company that was then
limited;
(b) have there been, to its knowledge, held

or exercisable by or on behalf of two or

more companies that were limited,
shares or powers which, had they been
held or exercisable by one of them,
would have made the company its
subsidiary; and
(c) has it been the holding company of a

company that was then limited.
(2) A small company shall also be exempted from

the requirements imposed by section 360 of this
Act, provided that it complies with the provision of
363. Penalty for non-compliance with sections

362 to 368
(1) If a company required to comply with any of the

provisions of sections 355 to 361 of this Act fails to
do so, the company together with every director or
officer of the company who is in default commits an
offence and is liable on conviction to a fine of-
(a) one hundred thousand dalasis, in the case

of a public company; and
(b) five hundred thousand dalasis, in the case

of a private company.
(2) For the purposes of sub-section (1), “officer”

includes any person in accordance with whose
directions or instructions the directors of the
company are accustomed to act.
CHAPTER IX - DIVIDENDS AND PROFITS
364. Declaration of dividends and payment of

interim dividend
(1) A company may, in general meeting, declare

dividends in respect of any year or other period only
on the recommendation of the directors.
(2) The company may, from time to time, pay to the

members such interim dividends as appear to the
directors to be justified by the profits of the

company.
(3) The general meeting has the power to decrease

the amount of dividend recommended by the
directors, but has no power to increase the
recommended amount.
(4) Where the recommendation of the directors of a

company with respect to the declaration of a
dividend is varied in accordance with sub-section
(3) by the company in general meeting, a statement
to that effect shall be included in the relevant annual
return.
(5) Subject to the provisions of this Act, dividends

are payable to the shareholders only out of the
distributable profits of the company.
365. Distributable profits
Subject to the company being able to pay its debts

as they fall due, the company may pay dividends
out of the following profits -
(a) profits arising from the use of the

company’s property although it is a
wasting assets;
(b) revenue reserves;
(c) realized profit on a fixed asset sold, but

where more than one asset is sold, the
net realized profit on the assets sold.
. 366. Restriction on declaration and payment of

dividends
A company shall not declare or pay dividend if there

are reasonable grounds for believing that the
company is or would be, after the payment, unable
to pay its liabilities as they become due.
367. Unclaimed dividends
(1) Where dividends are returned to the company

unclaimed, the company shall send a list of the
names of the persons entitled with the notice of the
next annual general meeting to the members.
(2) After the expiration of three months of the

notice mentioned in sub-section (1), the company
may invest the unclaimed dividend for its own
benefit in an investment outside the company and
no interest shall accrue on the dividends against the
company.
(3) Where dividends have been sent to members

and there is an omission to send to some members
due to the fault of the company, the dividends shall
earn interest at the current bank rate from three
months after the date on which they ought to have
been posted.
(4) For the purpose of liability, the date of posting

the dividend warrant is deemed to be the date of
payment and proof of whether it has been sent is a
question of fact.
368. Reserve and capitalisation
(1) The directors may, before recommending any

dividend-
(a) set aside out of the profits of the company

such sums as they think proper as a reserve
or reserves which shall, at the discretion of
the directors, be applicable for any purpose
to which the profits of the company may be
properly applied, and pending such
application may, at the like discretion, either
be employed in the business of the
company or be invested in such
investments (other than shares of the
company) as the directors may from time to
time think fit; and
(b) also without placing the same to reserve,

carry forward any profits which they may
think prudent not to distribute.
(2) The company in general meeting may, on the

recommendation of the directors, resolve that it is
desirable to capitalise any part of the amount for
the time being standing to the credit of any of the
company’s reserve accounts or to the credit of the
profit and loss account or otherwise available for
distribution.
(3) The amount referred to in sub-section (2) may

be set free for distribution among the members who
would have been entitled to dividends in the same
proportions on condition that the same be not paid
in cash but be applied either-
(a) in or towards paying up any amounts for

the time being unpaid on any shares held
by those members, respectively; or
(b) paying up in full unissued shares or

debentures of the company to be allotted
and distributed to creditors as fully paid up.
(4) The company may decide by a resolution what

part of the amount is to be distributed in cash or in
shares and the directors shall give effect to the
resolution.
(5) A share premium account and a capital rede-

mption reserve fund may, for the purposes of this
sub-section, only be applied in the paying up of un-
issued shares to be issued to members of the
company as fully paid bonus shares.
(6) Where a resolution under sub-sections (2) to (5)

is passed, the directors shall-
(a) make all appropriations and applications

of the undivided profits resolved to be
capitalised thereby, and all allotments and
issues of fully-paid shares or debentures,
if any; and
(b) generally do all acts and things required to

give effect to it.
(7) For the purposes of sub-section (6), the

directors shall have power to make such provisions
by the issue of fractional certificates or by payment
in cash or otherwise as they think fit in the case of
shares or debentures becoming distributable in
fractions.
(8) A person may be authorised by the directors to

enter, on behalf of all the members entitled under
this section, into an agreement with the company to
provide the allotment to them, respectively, credited
as fully paid up, or any further shares or debentures
to which they may be entitled on capitalisation
under this section , or, as the case may require, for
the payment up by the company on their behalf, of
the amounts any part of the amounts remaining
unpaid on their existing shares, and any agreement
made under the authorisation is effective and
binding on all the members.
369. Employees’ shares and profit sharing
If, under his or her contract of service, an employee

is entitled to share in the profits of the company as
an incentive, he or she is entitled to share in the
profits of the company, whether or not dividends
have been declared.
370. Right of the shareholders to sue for

dividends
Dividends are special debts due to, and recoverable

by, shareholders within twelve years, and
actionable only when declared.
371. Liability for paying dividend out of capital
All directors who knowingly pay, or are party to the

payment of dividend out of capital or otherwise in
contravention of this Part-
(a) are personally liable jointly and severally to

refund to the company any amount so
paid; and
(b) have the right to recover the dividend

from shareholders who receive it with
knowledge that the company had no
power to pay it.
CHAPTER X - WINDING UP
PART I - RECEIVERS AND RECEIVER MANAGERS
372. Disqualified Receivers
(1) A person shall not be appointed or act as a

receiver or receiver- manager of any assets of a
company if that person-
(a) is a body corporate;
(b) is an undischarged bankrupt;
(c) is disqualified from being a trustee under a

trust deed executed by the company, or
would be so disqualified if a trust deed had
been executed by the company; or
(d) is disqualified to act as an insolvency

practitioner under Part IV of the Insolvency
Act.
[cap. 94.06]
(2) Where a person is disqualified under sub-

section (1), another person may be appointed in his
or her place by the persons who are entitled to
make the appointment, or by the court, but a
receivership is not terminated or interrupted by the
occurrence of the disqualification.
(3) This section applies to a person appointed to be

a receiver or receiver-manager whether so
appointed before or after the coming into force of
this Act.
373. Functions of receivers
A receiver of any property of a company may,

subject to the rights of secured creditors, receive
the income from the property, pay the liabilities
connected with the property, and realise the

security interest of those on behalf of whom he or
she is appointed, but, except to the extent permitted
by the court, he or she may not carry on the
business of the company.
374. Functions of receiver- managers
A receiver of a company may, if he or she is also

appointed manager of the company, carryon any
business of the company to protect the security
interest of those on behalf of whom he or she is
appointed.
375. Directors' powers stopped
When a receiver-manager of a company is

appointed by the court or under an instrument, the
powers of the directors of the company that the
receiver-manager is authorised to exercise shall not
be exercised by the directors until the receiver-
manager is discharged.
376. Duty under court direction
A receiver or receiver-manager of a company

appointed by the court shall act in accordance with
the directions of the court.
377. Duty under Instrument
A receiver or receiver-manager of a company

appointed under an instrument shall act in
accordance with that instrument and any directions
of the court given under section 379.
378. Duty of care
A receiver or receiver-manager of a com-pany

appointed under an instrument shall-
(a) act honestly and in good faith; and
(b) deal with any property of the com-

pany in his or her possession or
control in a commercially reasonable
manner.
379. Directions by court
An application by a receiver or receiver-manager of

a company, whether appointed by the court or
under an instrument, or on an application by an
interested person, the court may make any order it
thinks fit, including an order-
(a) appointing, replacing or discharging a

receiver or receiver-manager, and appro-
ving his or her accounts;
(b) determining the notice to be given by a

person, or dispensing with notice to a
person;
(c) declaring the rights of persons before the

court or otherwise, or directing a person to
do, or abstain from doing, anything;
(d) fixing the remuneration of the receiver or

receiver manager;
(e) requiring the receiver or receiver-manager,

or a person by or on behalf of whom he or
she is appointed, to-
(i) make good any default in

connection with the receiver's or
receiver-manager's custody or
management of the property or
business of the company,
(ii) relieve any the person from any

default on such terms as the court

thinks fit, and
(iii) confirm any act of the receiver or

receiver-manager; and
(f) giving directions on any matter relating to

the duties of the receiver or receiver-
manager.
380. Duties of receivers
A receiver or receiver-manager of a company shall-
(a) immediately give to the Registrar notice of

his or her appointment and discharge;
(b) take into his or her custody and control the

property of the company in accordance
with the court order or instrument under
which he or she is appointed;
(c) open and maintain a bank account in his or

her name as receiver or receiver-manager
of the company for the moneys of the
company coming under his or her control;
(d) keep detailed accounts of all transactions

carried out by him or her as receiver or
receiver-manager;
(e) keep accounts of his or her administration,

which shall be available during usual
business hours for inspection by the
directors of the company;
(f) prepare financial statements of his or her

administration at such intervals and in such
form as may be prescribed;
(g) on completion of his or her duties, render a

final account of his or her administration, in
the form adopted for interim accounts
under paragraph (f); and
(h) file with the Registrar a copy of any

financial statement mentioned in para-

graph (f) and any final account mentioned
in paragraph (g) within fifteen days of the
preparation of the financial statement or
rendering of the final account, as the
circumstances require.
381. Liability of receiver
(1) A receiver of assets of a company appointed

under sub-section (3) of section 180 or under
powers contained in any instrument-
(a) is personally liable on any contract

entered into by him or her in the
performance of his or her functions,
except to the extent that the contract
otherwise provides; and,
(b) is entitled in respect of that liability to an

indemnity out of the assets of which he or
she was appointed to be receiver.
(2) Nothing contained in sub-section (1) limits any

right to an indemnity that a receiver would have,
apart from that sub-section, or limits his or her
liability on contracts entered into without authority,
or confers any right to indemnity in respect of that
liability.
(3) When the purported appointment of a receiver

out of court is invalid because the charge under
which the appointment was purported to be made is
invalid, or because, in the circumstances of the
case, the power of appointment under the charge
was not exercisable or not wholly exercisable, the
court may, on application being made to it-
(a) wholly or to such extent as it thinks fit,

exempt the receiver from personal liability
in respect of anything done or omitted to
be done by him or her that, if the
appointment had been valid, would have
been properly done or omitted to be done;
and
(b) order that the person by whom the

purported appointment was made, be
personally liable to the extent to which that
relief has been granted.
(4) Sub-section (1) applies to a receiver appointed

before or after the coming into force of this Act, but
does not apply to contracts entered into before this
Act came into force.
382. Notice of receivership
Where a receiver or a receiver-manager of any

assets of a company has been appointed for the
benefit of debenture holders, every invoice, order of
goods or business letter issued by or on behalf of
the company or the receiver, being a document on
or in which the name of the company appears, shall
contain a notice that a receiver or a receiver
manager has been appointed.
383. Floating charges priorities
(1) Where-
(a) a receiver is appointed on behalf of the

holders of any debentures of a company that
are secured by a floating charge; or
(b) possession is taken, by or on behalf of any

debenture holders of a company, of any
property of the company that is subject to a
floating charge,
then, if the company is not at the time in the course

of being wound up, the debts that in every winding
up are required, under this Part, and the regulations
relating to preferential payments, to be paid in order
of priority to all other debts shall be paid in order of
priority forthwith out of any assets coming into the
hands of the receiver or person taking possession
of that property, as the circumstances require, in
priority to any claim for principal or interest in
respect of the debentures of the company secured
by the floating charge.
(2) Any period of time mentioned in the provisions

referred to in sub-section (1) is to be reckoned, as
the circumstances require, from the date of the
appointment of the receiver in respect of the
debenture holders secured by the floating charge or
from the date possession is taken of any property
that is subject to the floating charge.
(3) Payments made pursuant to this section may be

recouped as far as can be out of the assets of the
company that are available for the payment of
general creditors.
384. Statement of affairs
(1) Where a receiver of the whole, or substantially

the whole, of the assets of a company, in this
section and section 383 of this Act referred to as the
"receiver", is appointed under sub-section (3) of
section 180 or under the powers contained in any
trust deed, for the benefit of the holders of any
debentures of the company secured by a general
floating charge, then, subject to this section and
section 390-
(a) the receiver shall forthwith send notice to

the company of his or her appoint-ment;
(b) within fourteen days after receipt of the

notice by the company, or such longer
period as may be allowed by the receiver,
the company shall make and submit to
the receiver a statement as to the affairs
of the company;
(c) the receiver shall, within two months after

receipt of the statement, send to-
(i) the Registrar, and, if the receiver

was appointed by the court, to the
court, a copy of the statement and
of any comments he or she sees fit
to make on it, and, in the case of
the Registrar, also a summary of
the statement and of the receiver's
comments on it,
(ii) the company, a copy of those

comments, or, if the receiver does
not see fit to make any comments,
a notice to that effect,
(iii) to the trustee of the trust deed, a

copy of the statement and those
comments, and
(iv) to the holders of all debentures

belonging to the same class as the
debentures in respect of which he
or she was appointed, a copy of
that summary.
(2) The receiver shall, within-
(a) two months or such longer period as the

court may allow, after the expiration of the
period of twelve months from the date of
his or her appointment, and after every
subsequent period of twelve months; and
(b) twelve months or such longer period as

the court may allow after he or she ceases
to act as receiver of the assets of the
company,
send to the Registrar, to the trustee of the trust

deed, and to the holders of all debentures belon-
ging to the same class as the debentures in respect
of which the receiver was appointed, an abstract in
a form approved by the Registrar.
(3) The abstract shall show-
(a) the receiver's receipts and payments

during the period of twelve months, or, if
the receiver ceases so to act, during the
period from the end of the period to which
the last preceding abstract related up to the
date of his or her so ceasing to act; and
(b) the aggregate amounts of his or her

receipts and of his or her payments during
all preceding periods since his or her

appointment.
(4) Sub-section (1) of this section does not apply in

relation to the appointment of a receiver to act with
an existing receiver, or in place of a receiver who
dies or ceases to act, except that, where that sub-
section applies to a receiver who dies or ceases to
act before the sub-section has been fully complied
with, the references in paragraphs (b) and (c) of that
sub-section to the receiver include, subject to sub-
section (5) of this section, references to his or her
successor and to any continuing receiver.
(5) If the company is being wound up, this section

apply notwithstanding that the receiver and the
liquidator are the same person but with any
necessary modifications arising from that fact.
(6) Nothing in sub-section (2) of this section affects

the duty of the receiver to render proper accounts of
his or her receipts and payments to the persons to
whom, and at the times that, he or she is required to
do so apart from that sub-section.
385. Content of statement
(1) The statement as to the affairs of a company

required by section 384 of this Act to be submitted
to the receiver or his or her successor shall show,
as at the date of the receiver's appointment-
(a) the particulars of the company's assets,

debts and liabilities;
(b) the names, addresses and occupations

of the company's creditors;
(c) the security interests held by the

company's creditors;
(d) the dates when the security interests

were created; and
(e) such further or other information as may

be prescribed.
(2) The statement of affairs of the company shall be

submitted and verified by, the signed declaration of
at least one person who is, at the date of the
receiver's appointment, a director, and by the
secretary of the company at that date, or by such
persons, as the receiver or his or her successor,
subject to the direction of the Registrar, may require
to submit and verify the statement, namely persons
who-
(a) are or have been officers of the

company;
(b) have taken part in the formation of the

company at any time within one year
before the date of the receiver's
appointment;
(c) are in the employment of the com-

pany, or have been in the employ-
ment of the company within that year,
and, in the opinion of the receiver, are
capable of giving the information
required; or
(d) are, or have been within that year

officers of, or in the employment of,
an affiliated company.
(3) A person making or verifying the statement of

affairs of a company, or any part of it, shall be
allowed and paid by the receiver or his or her
successor out of the receiver's receipts, such costs
and expenses incurred in and about the making or
verifying of the statement as the receiver or his or
her successor considers reasonable.
PART II - WINDING UP
SUB-PART 1 – MODE OF WINDING UP AND LIABILITIES

OF MEMBERS
386. Modes of winding up
(1) The winding up of a company may be-

(a) by the court; or
(b) voluntary.
(2) The provisions of this Act with respect to wind-

ing up apply, unless the contrary intention appears,
to the winding up of a company.
(1) In the event of a company being wound up,

every member or past member is liable to contribute
to the assets of the company to an amount
sufficient for payment of its debts and expenses of
the winding up and the adjustment of the rights of
the members and past members among
themselves.
(2) Sub-section (1) is subject to the following

limitations -
(a) a past member is not liable to contribute if

he or she has ceased to be a member for a
period of one year or upwards before the
commencement of the winding up;
(b) a past member is not liable to contribute

unless it appears to the court that the
existing members are unable to satisfy the
contributions required to be made by them
in pursuance of this section;
(c) no contribution is required from a member

or past member exceeding the amount
unpaid on the shares in respect of which
he or she is liable as a present or past
member, or, as the case may be, the
amount undertaken to be contributed by
him or her to the assets of the company in
the event of the company being bound up;
and
(d) a sum due from the company to a member

or past member, in his or her character of
member by way of dividend or otherwise,
shall not be set-off against the amounts for
which he or she is liable to contribute in

accordance with this section, but any such
sum shall be taken into account for the
purposes of final adjust-ment of the rights
of the members and past members
amongst themselves.
(3) Except as provided in sub-sections (1) and (2), a

member or past member of a company is not liable
as such for any of the debts or liabilities of the
company.
(4) In the event of a company being wound up any

part of the issue price of a share remaining to be
paid shall, with effect from the commencement of
the winding up, be treated as an amount unpaid on
the share whether or not the due date for the
payment has occurred.
(a) “member" in relation to a company, means

a subscriber and any other person who
agrees to become a member of the
company and whose name is entered in
the company's register of members; and
(b) "past member" includes the estate of a

deceased member and, where a person
dies after becoming liable as a member or
past member, the liability is enfor-ceable
against his or her estate.
388. Saving
Nothing in this Act invalidates a provision contained

in a policy of insurance or other contract whereby
the liability of individual members on the policy or
contract is restricted, or whereby the funds of the
company are alone made liable in respect of the
policy or contract.
SUB-PART 2 – CONTRIBUTORIES
389. Definition of contributory
In this Sub-Part, "contributory" means a person

liable to contribute to the assets of a company in the
event of it being wound up, and for the purposes of
all proceedings for determining, and all proceedings
prior to the final determination of, the persons who
are to be deemed contributories, includes a person
alleged to be a contributory.
390. Nature of liability of contributory
The liability of a contributory creates a debt in the

nature of a specialty accruing due from the
contributory at the time when his or her liability
commenced, but payable at the times when calls
are made for enforcing the liability.
391. Contributories in case of death of member
(1) If a contributory dies either before or after he or

she has been placed on the list of contributories, his
or her personal representative is liable in a due
course of administration to contribute to the assets
of the company in discharge of his or her liability
and shall be a contributory accordingly.
(2) If the personal representative makes a default in

paying any money ordered to be paid by him or her,
then notwithstanding the Interstate Estates Act,
proceedings may be taken for administering
the estate of the deceased contributory, and for
compelling payment from the estate the money
due.
392. Contributories in case of bankruptcy of

members
lf a contributory become bankrupt either before or

after he or she has been placed on the list of
contributories-
(a) his or her trustee in bankruptcy-

(i) shall represent him or her for all the

purposes of the winding up, and
shall be a contributory accordingly,
and
(ii) may be called on to admit proof

against the estate of the bankrupt,
or otherwise to allow to be paid out
of his or her assets in due course of
law, any money due from the
bankrupt in respect of his or her
liability to contribute to the assets of
the company; and
(b) there may be proved against the estate of

the bankrupt the estimated value of his or
her liability to future calls and to calls
already made.
PART III - WINDING UP BY THE COURT
SUB-PART 1 – WINDING-UP PETITIONS AND ORDERS
393. Circumstances in which company may be

wound up by court
A company may be wound up by the court if-
(a) the company has, by special resolution,

resolved that the company be wound up
by the court;
(b) the company does not commence its

business within a year from its incor-
poration, or suspends its business for a
whole year;
(c) the company is unable to pay its debts;
(d) an inspector appointed under Part II of

Chapter VI of this Act has reported that
he or she is of the opinion that-
(i) the company cannot pay its debts

and should be wound up, or
(ii) it is in the interests of the public, or

of the shareholders or of the
creditors, that the company should
be wound up; or
(e) the court is of the opinion that it is just

and equitable that the company should
be wound up.
394. Definition of liability to pay debts
(1) A company is unable to pay its debts if -
(a) a creditor, by assignment or otherwise, to

whom the company is indebted in a sum
exceeding ten thousand dalasis then due,
has served on the company, by leaving it
at the registered office of the company, a
demand under his or her hand or under
the hand of his or her agent lawfully
authorised, requiring the company to pay
the sum so due, and the company has for
three weeks thereafter neglected to pay
the sum, or to secure or compound for it
to the reasonable satisfaction of the
creditor;
(b) execution or other process issued on a

judgment decree or order of a court in
favour of a creditor of the company is
returned unsatisfied in whole or in part; or
(c) it is proved to the satisfaction of the court

that-
(i) the company is unable to pay its

debts as they become due, or
(ii) the value of the company's assets

is less than the amount of its
liabilities, taking into account its
contingent and prospective liabi-
lities.
(2) The money sum specified in sub-section (1) is

subject to increase or reduction by regulations
made under this Act.
395. Petition for winding up
(1) Subject to this section, an application to the

court for the winding up of a company shall be by
petition presented by-
(a) the company;
(b) a creditor, including a contingent or

prospective creditor, of the company;
(c) a contributory; or
(d) the trustee in bankruptcy to, or personal

representative of, a creditor or contri-
butory.
(2) A contributory is not entitled to present a winding

up petition, unless the shares in respect of which he
or she is a contributory, or some of them, either-
(a) were originally allotted to him or her or have

been held by him or her, and registered in
his or her name, for at least six months
during the eighteen months before the
commencement of the winding up; or
(b) have devolved on him or her through the

death of a former holder.
(3) The court shall not hear a winding up petition

presented by a contingent or prospective creditor
until such security for costs has been given as the
court thinks reasonable and until a prima facie case
for winding up has been established to the
satisfaction of the court.
(4) Where a company is being wound up volun-

tarily, a winding up petition may be presented by the
official receiver and by any other person authorised
in that behalf under the provisions of this section,
but the court shall not make a winding up order on
the petition unless it is satisfied that the voluntary

winding up cannot be continued with due regard to
the interests of the creditors or contributories.
(5) A contributory is entitled to present a winding up

petition notwithstanding that there may not be
assets available on the winding up for distribution to
contributories.
396. Powers of court on hearing petition
(1) On hearing a winding up petition, the court may-
(a) dismiss it;
(b) adjourn the hearing conditionally or

unconditionally; or
(c) make any interim order, or any other order

that it thinks fit,
but the court shall not refuse to make a winding up

order on the ground only that the assets of the
company have been mortgaged to an amount equal
to or in excess of those assets, or that the company
has no assets.
(4) Where the petition is presented by members of

the company as contributories on the ground that it
is just and equitable that the company should be
wound up, the court shall, if it is of the opinion that-
(a) that the petitioners are entitled to relief

either by winding up the company or by
some other means; and
(b) in the absence of any other remedy, it

would be just and equitable that the
company should be wound up,
make a winding up order, unless some other

remedy is available to the petitioners and that they
are acting unreasonably in seeking to have the
company wound up instead of pursuing that other
remedy.
397. Power to stay or restrain proceedings

against company
At any time after the presentation of a winding up

petition, and before a winding up order has been
made, the company, or a creditor or contributory,
may, where any action or proceeding is pending
against the company, apply to the court to stay or
restrain further proceedings, and the court may stay
or restrain the proceedings accordingly on such
terms as it thinks fit.
398. Avoidance of disposition of property after

commencement of winding up
In a winding up by the court, a disposition of the

property of the company, including things in action,
and a transfer of shares, or alteration in the status
of the members of the company, made after the
commencement of the winding up, is, unless the
court otherwise orders, void.
399. Avoidance of attachments
Where a company is being wound up by the court,

any attachment, sequestration, distress, or
execution put in force against the estate or effects
of the company after the commencement of the
winding up is void.
400. Commencement of winding up by the court
(1) Where, before the presentation of a petition for

the winding up of a company by the court, a
resolution has been passed by the company for
voluntary winding up, the winding up of the
company is deemed to have commenced at the
time of the passing of the resolution, and unless the
court, on proof of fraud or mistake, thinks fit
otherwise to direct, all proceedings taken in the
voluntary winding up are deemed to have been
validly taken.
(2) Subject to sub-section (1), the winding up of a

company by the court is deemed to commence at
the time of the presentation of the petition for
winding up.
401. Copy of order to be forwarded to Registrar
(1) On the making of a winding up order, a copy of

the order shall forthwith be lodged by the company,
or otherwise as may be prescribed, with the
Registrar, who shall make an entry of the order in
his or her records relating to the company.
(2) If default is made in lodging a copy of a winding

up order with the Registrar as required by sub-
section(1) of this section, every officer of the
company or other person who knowingly authorizes
or permits the default commits an offence.

exceeding fifty thousand dalasis or imprisonment for
a term not exceeding twelve months, or to both the
fine and imprisonment.
402. Actions stayed on winding up order
When a winding-up order is made, or a provisional

liquidator is appointed, no action or proceeding shall
be proceeded with or commenced against the
company except by leave of the court, and subject
to such terms as the court may impose.
403. Effect of winding up order
An order for winding up a company shall operate in

favour of the creditors and the contributories of the
company, as if made on the joint petition of a
creditor and a contributory.
SUB-PART 2 - OFFICIAL RECEIVER
404. Statement of company's affair
(1) Where the court makes a winding up order or

appoints a provisional liquidator, the company shall,
unless the court otherwise orders, prepare and
submit to the Official Receiver a statement as to the
affairs of the company in the prescribed form,
verified by affidavit, and showing the particulars of-
(a) its assets, debts and liabilities;
(b) the names, residences, and occupation of

its creditors;
(c) the securities held by its creditors,

respectively and the dates when the
securities were respectively given; and
(d) such further or other information as may

be prescribed, or as the Official
Receiver may require.
(2) The statement shall be submitted and verified by

one or more of the persons who are at the relevant
date the directors and by the person who is at that
date the secretary of the company, or subject to the
direction of the court, such of the following persons
as the Official Receiver may require to submit and
verify the statement-
(a) persons who are or have been officers,

other than employees, of the company;
(b) persons who have taken part in the

formation of the company at any time within
one year before the relevant date;
(c) persons who are in the employment of the

company, or have been in the employment
of the company within that year, and are in
the opinion of the Official Receiver capable
of giving the information required; and
(d) persons who are or have been within that

year officers of or in the employment of a
company, which is, or within that year was,
an officer of the company to which the
statement relates.
(3) The statement shall be submitted within fourteen

days from the relevant date, or within such
extended time as the Official Receiver or the court
may for special reasons allow.
(4) A person who makes or concurs in making the

statement and affidavit required by this section shall
be allowed and shall be paid by the official receiver
or provisional liquidator, as the case may be, out of
the assets of the company, such costs or expenses
incurred in and about the preparation and making of
the statement and affidavit as the Official Receiver
considers reasonable, subject to an appeal to the
court.
(5) A person who, without reasonable excuse,

makes default in complying with the requirements of
this section commits an offence.
(6) A person who states himself or herself in writing

to be a creditor or contributory of the company is
entitled by himself or herself or by his or her agent
at all reasonable times, on payment of the
prescribed fee, to inspect the statement submitted
in pursuance this section, and to a copy of or an
extract from of the statement.
(7) A person who untruthfully states himself or

herself to be a creditor or contributory commits the
offence of contempt of court and shall, on the
application of the liquidator or of the Official
Receiver, be punishable accordingly.
(8) In this section, “the relevant date” means, in a

case where a provisional liquidator is appointed, the
date of his or her appointment and, in a case where
no appointment is made, the date of the winding up
order.
405. Report by official receiver
(1) Where a winding up order is made, the official

Receiver shall, as soon as practicable after receipt
of the statement to be submitted under section 411
of this Act, or where the court orders that no
statement shall be submitted, as soon as
practicable after the date of the order, submit a
preliminary report to the court-
(a) as to the amount of capital issued,

and subscribed, and the estimated
amount of assets and liabilities.
(b) if the company has failed, as to the

causes of the failure; and
(c) whether in his or her opinion further

inquiry is desirable as to any matter
relating to the promotion , formation or
failure of the company, or the conduct of
the business of the company.
(2) The official receiver may, if he or she thinks fit,

make a further report stating the manner in which
the company was formed and whether in his or her
opinion any fraud has been committed by-
(a) a person in its promotion or formation; or
(b) an officer of the company in relation to the

company,
since the formation of the company and any other

matter which in his or her opinion it is desirable to
bring to the notice of the court.
SUB-PART 3 – LIQUIDATORS
406. Power of Court to appoint liquidators
For the purposes of conducting the proceedings in

winding up a company and performing such duties
in reference to the winding up as the court may
impose, the court may appoint a liquidator.
407. Appointment and powers of provisional

liquidators
(1) Subject to the provisions of this section, the

court may appoint a liquidator provisionally at any
time after the presentation of a winding up petition,
and either the Official Receiver or any other fit
person may be appointed.
(2) A court may, in appointing a liquidator

provisionally, limit and restrict the powers of the
liquidator by the order appointing him or her.
408. Appointment and style of liquidators
On the making of a winding up order, the following

provisions have effect a liquidator –
(a) the Official Receiver shall by virtue of his

or her office become the provisional liqui-
dator and shall continue to act in that
capacity until he or she or another person
becomes liquidator and is capable of acting
in that capacity;
(b) the Official Receiver shall summon sepa-

rate meetings of the creditors and contri-
butories of the company for the purposes
of determining whether or not an appli-
cation is to be made to the court for
appointing a liquidator in the place of the
Official Receiver;
(c) the court may make any appointment and

order required to give effect to a determi-
nation made pursuant to paragraph (b) of
this sub-section and, if there is a difference
between the determinations of the
meetings of the creditors and contributories
in respect of any such matter, the court
shall decide the difference and make such
order on the matter as the court may think
fit;
(d) in a case where a liquidator is not

appointed by the court, the Official
Receiver shall be the liquidator of the
company;
(e) the Official Receiver shall by virtue of his or

her office be liquidator during a vacancy;
and
(f) a liquidator shall be described, where-

(i) a person other than the Official

Receiver is liquidator, by the style of
"the liquidator", and
(ii) the Official Receiver is liquidator, by

the style of "the Official Receiver and
liquidator",
of the particular company in respect of which he or

she is appointed, and not by his or her individual
name.
409. Custody of company's property
(1) Where in the winding up of a company by the

court, a person other than the Official Receiver is
appointed liquidator, that person shall-
(a) not be capable of acting as liquidator until

he or she has notified his or her
appointment to the Registrar and given
security in such manner as the court may
direct; and
(b) give the Official Receiver such information

and such access to and facilities for
inspecting the books and documents of the
company and generally such aid as may be
requisite for enabling the Official Receiver
to perform his or her duties under this Act.
(2) A liquidator who contravenes paragraph (b) of

sub-section (1) commits an offence.
410. General provisions as to liquidators
(1) A liquidator appointed by the court may

resign or, on cause shown, be removed by the
court.
(2) Where a person, other than the Official Receiver

is appointed liquidator, he or she shall receive such
salary or remuneration by way of percentage or
otherwise as the court may direct and, if two or
more persons are appointed liquidators, their
remuneration shall be distributed among them in
such proportions as the court directs.
(3) A vacancy in the office of a liquidator appointed

by the court shall be filled by the court.
(4) If more than one liquidator is appointed by the

court, the court shall declare whether an act
required or authorised to be done under this Act by
the liquidator is to be done by all or anyone or more
of the persons appointed.
(5) Subject to this Act, the acts of a liquidator are

valid, notwithstanding any defect that may after-
wards be discovered in his or her appointment or
qualification.
Where a winding up order has been made or a

provisional liquidator has been appointed, the
liquidator, or the provisional liquidator, as the case
may be, shall take, into his or her custody, or under
his or her control, the property and things in action
to which the company is or appears to be entitled.
(1) Where a company is being wound up by the

court, the court may, on the application of the
liquidator, by order direct that all or any part of the
property of any description belonging to the com-
pany or held by trustees on its behalf shall vest in
the liquidator by his or her official name.
(2) Where the court makes an order under sub-

section (1), the property to which the order relates
shall vest accordingly, and the liquidator may, after
giving such indemnity as the court may direct, bring
or defend in his or her official name any action or
other legal proceeding which relates to that property
or which it is necessary to bring or defend for the
purpose of effectually winding up the company and
recovering its assets.
413. Powers of liquidator
(1) The liquidator in a winding up by the court may,

with the sanction either of the court or of the
committee of inspection-
(a) bring or defend an action or other legal

proceeding in the name and on behalf of
the company;
(b) carry on the business of the company, so

far as may be necessary, for the beneficial
winding up of the company;
(c) appoint a legal practitioner or other agent

to assist him or her in the performance of
his or her duties;
(d) pay any classes of creditors in full, if the

assets of the company remaining in his or
her hands will suffice to pay in full the
debts and liabilities of the company which
rank for payment before, or equally with,
the debts or claims of the first-mentioned
creditors;
(e) make a compromise or arrangement with

creditors or persons claiming to be
creditors, or having or alleging them-
selves to have a claim, present or future,
certain or contingent, ascertained or
sounding only in damages, against the
company, or whereby the company may
be rendered liable; and
(f) compromise-
(i) all calls and liabilities to calls, debts and

liabilities capable or resulting in debts,
(ii) all claims, present or future, certain or

contingent, ascertained or sounding
only in damages, subsisting or
supposed to subsist between the
company and a contributory or alleged
contributory or other debtor or person
apprehending liability to the company,
and
(iii) all questions in any way relating to or

affecting the assets or the winding up
of the company,
on such terms as are agreed, and take any security

for the discharge of the call, debt, liability or claim,
and give a complete discharge in respect of it.
(2) The liquidator in a winding up by the court may-
(a) sell the real and personal property and

things in action of the company by public
auction or private contract, with power to
transfer the whole of the property to any
person or to sell the same in parcels;
(b) do all acts and execute, in the name

and on behalf of the company, all deeds,
receipts, and other documents, and for
that purpose, to use, when necessary,
the company's seal;
(c) prove, rank, and claim in the bank-ruptcy,

insolvency, or sequestration of a
contributory, for any balance against his
or her estate, and receive dividends in
the bankruptcy, insolvency, or sequest-
ration in respect of that balance as a
separate debt due from the bankrupt or
insolvent, and rateably with the other
separate creditors;
(d) draw, accept, make and endorse any bill

of exchange or promissory note in the

name and on behalf of the com-pany,
with the same effect with respect to the
liability of the company as if the bill or
note had been drawn, accepted, made or
endorsed by or on behalf of the company
in the course of its business;
(e) raise, on the security of the assets of the

company, any money requisite;
(f) take out in his or her official name letters

of administration to a deceased
contributory, and do in his or her official
name any other act necessary for
obtaining payment of any money due
from a contributory or his or her estate
which cannot be conveniently done in the
name of the company, and in all such
cases the money due is, for the purpose
of enabling the liquidator to take out the
letters of administration or recover the
money, deemed to be due to the
liquidator himself or herself.
(g) appoint an agent to do any business

which the liquidator is unable to do
himself or herself; and
(h) do all such other things as may be

necessary for winding up the affairs of the
company and distributing its assets.
(3) The exercise by the liquidator, in a winding up

by the court, of the powers conferred by this section
is subject to the control of the court, and a creditor
or contributory may apply to the court with respect
to any exercise or proposed exercise of any of
those powers.
414. Books to be kept by liquidator
(1) Subject to this Part, the liquidator of a company

which is being wound up by the court shall, in the
administration of the assets of the company and in
the distribution of those assets among its creditors,
have regard to any directions that may be given by-
(a) resolution of the creditors or contribu-tories

at a general meeting; or
(b) the committee of inspection,
but any directions so given by the creditors or

contributories is in case of conflict deemed to
override any directions given by the committee of
inspection.
(2) The liquidator may summon general meetings of

the creditors or contributories for the purpose of
ascertaining their wishes, and he or she shall
summon meetings-
(a) at such times as the creditors or contri-

butories, by resolution, either to the
meeting appointing the liquidator or
otherwise, direct; or
(b) whenever requested in writing to do so by

not less than one tenth in value of the
creditors or contributories.
(3) The liquidator may apply to the court in the

prescribed manner for directions in relation to any
particular matter arising under the winding up.
(4) Subject to this Part, the liquidator shall use his

or her discretion in the management of the com-
pany's estate and its distribution among the credi-
tors.
(5) Where a person is aggrieved by any act or

decision of the liquidator, that person may apply to
the court, and the court may confirm, reverse, or
modify, the act or decision complained of, and make
such order as it thinks fit.
415. Books to be kept by liquidator
(1) A liquidator of a company which is being wound

up by the court shall keep, in the prescribed
manner, proper books in which he or she shall
cause to be made entries or minutes of proceedings
at meetings, and of such other matters as may be
prescribed, and any creditor or contributory may,
subject to the control of the court, personally or by
his or her agent inspect those books and make
copies of or extracts from them.
(2) A liquidator who fails to keep proper books as

required, or refuses to allow an inspection
permitted, under sub-section (1) of this section
commits an offence.
416. Payments by liquidator into bank

up by the court shall pay the money received by him
or her into such bank as the court may direct.
(2) If a liquidator at any time retains for more than

ten days a sum exceeding two thousand dalasis, or
such other amount as the court in any particular
case authorises him or her to retain, then, unless he
or she explains the retention to the satisfaction of
the court, he or she-
(a) shall pay interest on the amount so

retained in excess at the rate of twenty per
cent per annum; and
(b) is liable to-

(i) disallowance of all or such part of his

or her remuneration as the court may
think just,
(ii) be removed from his or her office by

the court, and
(iii) pay any expenses occasioned by

reason of his or her default.

up by the court shall not pay any sums received by
him or her as liquidator into his or her private
banking account.
(4) A liquidator who contravenes the provisions of

sub-section (3) commits an offence.
417. Audit of liquidator's accounts

up by the court shall, at such times as may be
prescribed but not less than twice in each year
during his or her tenure of office, send to the
Registrar an account of his or her receipts and
payments as liquidator.
(2) The account shall be-
(a) in a prescribed form, made in duplicate;

and;
(b) verified by an affidavit or a statutory

declaration.
(3) The Registrar shall cause the account to be

audited by an auditor eligible for appointment as
auditor of a company under this Act and, for the
purpose of the audit, the liquidator shall furnish the
auditor with such vouchers and information as the
auditor may require, and the auditor may at any
time require the production of and inspect any
books or accounts kept by the liquidator.
(4) When the account has been audited, the

Registrar shall file and keep one copy and deliver

the other copy to the court for filing, and each copy
shall be open to the inspection of a creditor or any
person interested.
(5) A liquidator who fails to comply with any of the

duties imposed on him or her by this section
commits an offence.
418. Control of register over liquidators
(1) The Registrar shall take cognisance of the

conduct of liquidators of companies which are being
wound up by the court and, if-
(a) a liquidator does not faithfully perform his

or her duties and duly observe all the
requirements imposed on him or her by
statute, rules, or otherwise with respect to
the performance of his or her duties; or
(b) a complaint is made to the Registrar by a

creditor or contributory in regard to the
performance of those duties,
the Registrar shall inquire into the matter, and take

such action on the matter as he or she may think
expedient.
(2) The Registrar may-
(a) at any time, require a liquidator of a

company which is being wound up by the
court to answer any inquiry in relation to a
winding up in which he or she is engaged;
and
(b) if he or she thinks fit, apply to the court to

examine the liquidator or any other person
on oath concerning the winding up.
(3) The Registrar may direct an investigation to be

made of the books and accounts of the liquidator.
419. Release of liquidator
(1) When the liquidator of a company which is being

wound up by the court-
(a) has realised all the assets of the

company, or so much of the assets as
can, in his or her opinion be realised
without needlessly protracting the
liquidation, has distributed a final
dividend to the creditors, adjusted the
rights of the contributories among
themselves, and made a final return to
the contributories; or
(b) has resigned, or has been removed

from his or her office,
the Registrar shall, on the liquidator's application,

cause a report on the liquidator's accounts to be
prepared.
(2) Where the liquidator complies with the require-

ments of the Registrar, the Registrar shall-
(a) take into consideration the report and any

objection which may be urged by a creditor
or contributory or person inte-rested against
the release of the liqui-dator; and
(b) grant or withhold the release accordingly,

subject nevertheless to an appeal to the
court.
(3) Where the release of a liquidator is withheld, the

court may, on application of a creditor or
contributory or person interested, make such order
as it thinks just, charging the liquidator with the
consequences of any act or default which he or she
may have done or made contrary to his or her duty.
(4) An order of the Registrar releasing the liquidator

shall discharge him or her from all liability in respect
of any act done or default made by him or her in the
administration of the affairs of the company, or
otherwise in relation to his or her conduct as
liquidator, but the order may be revoked on proof

that it was obtained by fraud or by suppression or
concealment of any material fact.
SUB-PART 4 - COMMITTEES OF INSPECTION
420. Meetings to determine appointment of

committees of inspection
(1) When a winding up order has been made by the

court, it is the business of the separate meetings of
creditors and contributories summoned for the
purpose of determining whether or not an
application should be made to the court for
appointing a liquidator, other than the Official
Receiver, to determine-
(a) further whether or not an application is to

be made to the court for the appointment of
a committee of inspection to act with the
liquidator; and
(b) who are to be members of the committee if

appointed.
(2) The court may make any appointment and order

required to give effect to any determination, and if
there is a difference between the determination of
the meetings of the creditors and contributories in
respect of the matters referred to in this section, the
court shall decide the difference and make such
order as the court thinks fit.
421. Constitution and proceedings of committee

of inspection
(1) A committee of inspection appointed in

pursuance of this Act shall consist of creditors and
contributories of the company or persons holding
general powers of attorney from creditors or
contributories in such proportions as is agreed on
by the meetings of the creditors and contributories,
or as, in the case of a difference, may be
determined by the court.
(2) A committee shall meet at such times as they

may, from time to time, appoint, and, failing an

appointment, at least once a month and the
also call a meeting of the committee as and when
he or she thinks necessary.
(3) A committee may act by a majority of their

members present at a meeting, but shall not act
unless a majority of the committee is present.
(4) A member of the committee may resign by

notice in writing signed by him or her and delivered
to the liquidator.
(5) If a member of the committee becomes bank-

rupt, or compounds or arranges with his or her
creditors, or is absent from five consecutive mee-
tings of the committee without the leave of those
members who together with himself or herself rep-
resent the creditors or contributories, as the case
may be, his or her office shall thereupon become
vacant.
(6) A member of the committee may be removed by

an ordinary resolution at a meeting of creditors, if he
or she represents creditors, or of contributories, if
he or she represents contributories, of which seven
days notice has been given, stating the object of the
meeting.
(7) Subject to sub-section (8), on a vacancy

occurring in the committee, the liquidator shall
forthwith summon a meeting of creditors or of
contributories, as the case may require, to fill the
vacancy, and the meeting may, by resolution, re-
appoint the same or appoint another creditor or
contributory to fill the vacancy.
(8) Where the liquidator, having regard to the

position in the winding up, is of the opinion that it is
unnecessary for a vacancy to be filled, he or she
may apply to the court and the court may make an
order that the vacancy shall not be filled, or shall not
be filled except in such circumstances as may be
specified in the order.
(9) The continuing members of the committee, if not

less than two, may act notwithstanding a vacancy in
the committee.
SUB-PART 5 - GENERAL POWERS OF COURT
422. Power to stay winding up
(1) The court may, at any time after an order for

winding up, on the application of-
(a) the liquidator or the Official Receiver or any

creditor or contributory, and on proof to the
satisfaction of the court that all proceedings
in relation to the winding up ought to be
stayed, make an order staying the
proceedings, either altogether or for a limited
time, on such terms and conditions as the
court thinks fit; and
(b) of the liquidator or a creditor, and after

having regard to the wishes of the creditors
and contributories, make an order directing
that the winding up, ordered by the court,
shall be conducted as a creditors’ voluntary
winding up, and, if the court does so, the
winding up shall be so conducted.
(2) On an application under paragraph (a) of sub-

section (1), the court may, before making an order,
require the Official Receiver to furnish to the court a
report with respect to any facts or matters which are
in his or her opinion relevant to the application.
(3) A copy of an order made under this section

shall forthwith be lodged by the company, or other-
wise as may be prescribed, with the Registrar, who
shall make an entry of the order in his or her
records relating to the company.
(4) If default is made in lodging a copy of an order

made under this section with the Registrar as
required by sub-section (3), every officer of the
company, or other person who knowingly autho-
rises or permits the default, commits an offence.
423. Settlement of list of contributories and

application of assets
(1) As soon as may be practicable after making a

winding up order, the court-
(a) shall settle a list of contributories;
(b) may rectify the register of members in all

cases where rectification is required in
pursuance of this Act; and
(c) shall cause the assets of the company to

be collected and applied in discharge of
its liabilities.
(2) Notwithstanding sub-section (1), where it

appears to the court that it will not be necessary to
make calls on or adjust the rights of contributories,
the court may dispense with the settlement of a list
of contributories.
(3) In settling the list of contributories, the court

shall distinguish between persons who-
(a) are contributories in their own right; and
(b) are contributories as being represen-

tatives of or liable for the debts of others.
(4) The list of contributories when settled shall be

prima facie evidence of the liabilities of the persons
named in the list as contributories.
424. Delivery of property to liquidator
The court may, at any time after making a winding

up order, require a contributory for the time being
on the list of contributories, and any trustee,
receiver, banker, agent or officer of the company to
pay, deliver, convey, surrender or transfer to the
liquidator forthwith, or within such time as the court
directs, any assets or books and papers in his or
her hands to which the company is prima facie
entitled.
425. Payment of debts due by contributory to

company and extent to which set-off allowed
(1) The court may, at any time after making a

winding up order, make an order directing a
contributory for the time being on the list of
contributories to pay to the company, in the manner
directed by the order, any money due from him or
her or from the estate of the person whom he or she
represents, exclusive of any money payable by him
or her or the estate by virtue of any call in
pursuance of this Act.
(2) The court making an order under this section,
may-
(a) in the case of an unlimited company, allow
to the contributory, by way of set-off, any
money due to him or her or to the estate
which he or she represents, from the
company of any independent dealing or
contract with the company in respect of
any dividend or profit; and
(b) in the case of a limited company, make to
any director or manager whose liability is
unlimited or to his or her estate, the like
allowance as in paragraph (a) of this sub-
section.
(3) In the case of a company, when all the creditors

are paid in full, any money due on account to a
contributory from the company may be allowed to
him or her by way of set-off against a subsequent
call.
426. Power of court to make calls

winding up order, and either before or after it has
ascertained the sufficiency of the assets of the
company, make-
(a) calls on all or any of the contributories for

the time being settled on the list of the
contributories to the extent of their
liability, for payment of any money which
the court considers necessary to satisfy
the debts and liabilities of the company,

and the costs, charges, and expenses of
winding up, and for the adjustment of the
rights of the contributories, among
themselves; and
(b) an order for payment of any calls so

made under paragraph (a) of this sub-
section.
(2) In making a call, the court may take into

consideration the probability that some of the
contributories may partly or wholly fail to pay the
call.
427. Payment into bank of moneys due to

company
(1) The court may order any contributory

purchaser or other person from whom money is due
to the company to pay the amount due into a bank
to the account of the liquidator instead of to the
liquidator, and such order may be enforced in the
same manner as if the court had directed payment
to the liquidator.
(2) All moneys and securities paid or delivered into

a bank in the event of a winding up by the court are
subject in all respect to the orders of the court.
428. Order on contributory is conclusive

evidence
An order made by the court on a contributory is,

subject to any right of appeal, conclusive evidence
that the money appearing to be due or ordered to
be paid is due, and all other pertinent matters stated
in the order shall be taken to be truly stated as
against all persons and in all proceedings.
429. Appointment of special manager
(1) Where in any proceedings, the Official Receiver

becomes the liquidator of a company, whether
provisionally or otherwise, he or she may, if
satisfied that the nature of the estate or business of
the company, or the interests of the creditors or

contributories generally, require the appointment of
a special manager of the estate or business of the
company other than himself or herself, apply to the
court.
(2) The court may on an application under sub-

section (1), appoint a special manager of the estate
or business to act during such time as the court
directs, with such powers, including any of the
powers of a receiver or manager, as are entrusted
to him or her by the court.
(3) The special manager shall -
(a) give such security and account in such

manner as the court directs; and
(b) receive such remuneration as may be fixed

by the court.
430. Power to exclude creditors not proving

in time
The court may fix a time or times within which

creditors are to prove their debts or claims or after
which they will be excluded from the benefit of any
distribution made before those debts are proved.
431. Adjustment of rights of contributories
The court shall adjust the rights of the contributories

among themselves, and distribute any surplus
among the persons entitled to it.
432. Inspection of books by creditors or

contributories

winding up order, make such order for inspection of
the books and papers of the company by
creditors and contributories as the court thinks just,
and any books and papers in the possession of the
company may be inspected by creditors and
contributories accordingly, but not further or
otherwise.
(2) Nothing in this section shall be taken as

excluding or restricting any statutory rights of a
Government Department or a person under the
authority of a Government Department or the
Minister.
433. Power to order costs of winding up to be

paid out of assets
The court may, in the event of the assets of a

company being insufficient to satisfy its liabilities,
make an order as to the payment out of the assets
of the costs, charges, and expenses incurred in the
winding up in such order of priority as the court
thinks fit.
434. Power to summon persons suspected of

having property of company
(1) The court may, at any time after the appointment

of a provisional liquidator or the making of a winding
up order, summon before it-
(a) any officer of the company;
(b) a person known or suspected to have in his

or her possession a property of the
company, or supposed to be indebted to the
company; or
(c) a person whom the court considers capable

of giving information concerning the pro-
motion, formation, trade, dealings, affairs, or
property of the company.
(2) The court may examine a person on oath

concerning the matters mentioned in sub-section
(1), either by word of mouth or on written
interrogatories, and may reduce his or her answers
to writing and require him or her to sign them, and
any writing so signed may be used in evidence in
any legal proceedings against him or her.
(3) The court may require a person to produce any

books and papers in his or her custody or power
relating to the company, but where he or she claims
a lien on books or papers produced by him or her,
the production is without prejudice to that lien, and
the court has jurisdiction in the winding up to
determine all questions relating to that lien.
(4) If a person summoned under this section, after

being tendered a reasonable sum for his or her
expenses, refuses to come before the court at the
time appointed, without having a lawful impediment
(made known to the court at the time of its sitting,
and allowed by it), the court may cause him or her
to be apprehended and brought before the court for
examination.
435. Power to order public examination of

promoters, directors and officers
(1) Where an order has been made for winding up

a company by the court, and the Official Receiver
has made a further report under this Act stating that
in his or her opinion a fraud or improper conduct
has been committed, or engaged in, by any person
in the promotion or formation of the company, or by
any officer of the company in relation to the
company since its formation, the court may, after
consideration of the report, give a direction as
specified under sub-section (2).
(2) The court may direct under sub-section (1) that-
(a) the person or officer or any other person

who was previously an officer of the com-
pany, including any banker, legal practi-
tioner or auditor, or who is known or
suspected to have in his or her possession
a property of the company or is supposed
to be indebted to the company; or
(b) any person who the court considers cap-

able of giving information concerning the
promotion, formation, trade dealings,
affairs or property of the company,
shall attend before the court on a day appointed by

the court for that purpose, and be publicly examined
as to the promotion or formation or the conduct of
the business of the company, or, in the case of an
officer or former officer, as to his or her conduct and
dealings as officer of the company.
(3) The Official Receiver shall take part in an

examination under this section, and for that purpose
may, if specially authorised by the court in that
behalf, employ a legal practitioner.
(4) The liquidator, where the Official Receiver is not

a liquidator, and a creditor or contributory, may also
take part in the examination either personally or by
a legal practitioner.
(5) The court may put such questions to the person

examined as the court thinks fit.
(6) The examination of a person under this section

shall be on oath and the person is not excused from
answering any question put to him or her on the
ground that the answer might tend to incriminate
him or her.
(7) Where a person claims before answering the

question, that the answer might tend to incriminate
him or her, neither the question nor the answer is
admissible in evidence against him or her in
criminal proceedings other than proceedings under
sub-section (12) or in relation to a charge of perjury
in respect of the answer.
(8) A person ordered to be examined-
(a) shall at his or her own cost, before his or

her examination, be furnished with a copy
of the Official Receiver’s report; and
(b) may at his or her cost employ a legal

practitioner who may put to him or her such
questions as the court may deem just for
the purpose of enabling him or her to
explain or qualify any answers given by
him or her.
(9) When a person directed to attend before the

court under sub-section (1) applies to the court to
be exculpated from any charge made or suggested
against him or her, the Official Receiver shall
appear on the hearing of the application and call the
attention of the court to any matters which appear to
the Official Receiver to be relevant, and if the court,
after hearing any evidence given or witnesses
called by the Official Receiver, grants the
application, the court may allow the applicant such
costs as in its discretion it may think fit.
(10) Notes of the examination-
(a) shall be taken down in writing and shall

be read over to or by, and signed by, the
person examined;
(b) may thereafter be used in evidence

against him or her; and
(c) shall be open to the inspection of a

creditor or contributory at all reason-able
times.
(11) The court may, if it thinks fit, adjourn the

examination, from time to time.
(12) A person being examined under this section

who makes a statement that is false or misleading
in a material particular commits an offence.
(13) For the purposes of this section, conduct is

improper if it is of such a nature as to render a
person unfit to be concerned in the management of
a company.
436. Power to arrest absconding contributory
The court may, at any time either before or after

making a winding up order, on proof of probable
cause for believing that a contributory is about to
leave The Gambia or otherwise to abscond or to
remove or conceal any of his or her property for the
purpose of evading payment of calls, or of avoiding
examination respecting the affairs of a company

cause -
(a) the contributory to be arrested and

detained;
(b) his or her books and papers and movable

property to be seized and kept,
until such time as the court may order.
437. Powers of court cumulative
The powers by this Act conferred on the court are in

addition to and not in restriction of any existing
powers of instituting proceedings against a
contributory or debtors, for the recovery of any call
or other sums.
438. Delegation to liquidator of certain powers

of court
A provision may be made by rules made under

section 511 of this Act enabling or requiring all or
any of the powers and duties conferred and
imposed on the court by this Act in respect of-
(a) the holding and conducting of meetings to

ascertain the wishes of creditors and
contributories;
(b) the settling of list of contributories and the

rectifying of the register of members, where
required, and the collecting and applying of
the assets;
(c) the paying, delivering, conveyance,

surrender or transfer of any money,
property, books or papers to the liquidator;
(d) the making of calls and the adjusting of the

rights of contributories; and
(e) the fixing of the time within which debts and

claims shall be proved,
to be exercised or performed by the liquidator as an

officer of the court, and subject to the control of the

court.
(2) The liquidator shall not-
(a) without the special leave of the court,

rectify the register of members; or
(b) make any call without either the special

leave of the court or the sanction of the
committee of inspection.
439. Dissolution of company
(1) When the affairs of a company have been

completely wound up, the court, if the liquidator
makes an application in that behalf, shall make an
order that the company be dissolved from the date
of the order, and the company shall be dissolved
accordingly.
(2) The liquidator shall, within fourteen days from

the date an order was made, lodge a copy of the
order with the Registrar who shall enter in his or her
records a minute of the dissolution of the company.
(3) A liquidator who defaults in complying with the

requirements of this section commits an offence.
440. Power to enforce orders and appeals from

orders
(1) An order made by the court under this Act may

be enforced in the same manner as an order made
in any action pending before the court.
(2) Subject to Rules of Court, an appeal from an

order or a decision made or given in the winding up
of a company by the court under this Act shall lie in
the same manner and subject to the same
conditions as an appeal from any order or decision
of the court.
441. Penalty for offence committed by

liquidator or Official Receiver
A liquidator or Official Receiver who commits an

offence under this Part is liable on conviction to a
fine not exceeding one hundred thousand dalasis or
to imprisonment for a term not exceeding two years,
or to both the fine and imprisonment.
PART IV - VOLUNTARY WINDING UP
SUB-PART 1 - WINDING UP RESOLUTION AND EFFECT
442. Winding up resolutions
(1) A company shall be wound up voluntarily if a

general meeting of members of the company so
resolves by-
(a) special resolution; or
(b) an ordinary resolution which states that the

company is unable to pay its debts.
(2) In this Act, “a resolution for voluntary winding

up” means a resolution passed under sub-section
(1).
443. Notice of resolution to wind up voluntarily
(1) When a company passes a resolution for

voluntary winding up, it shall, within fourteen days
after the passing of the resolution, give notice of the
resolution by advertisement in the Gazette and in
writing to the Registrar.

the company and every officer of the company in
default commits an offence.
444. Commencement of voluntary winding up
A voluntary winding up is deemed to commence at

the time of passing of the resolution for voluntary
winding up.
445. Effect of voluntary winding up on business

and status of company
(1) In the case of a voluntary winding up, the

company shall, from the commencement of the
winding up, cease to carry on its business except so
far as is, in the opinion of the liquidator, required for
the beneficial winding up of the company.
(2) The corporate state and corporate powers of the

company shall, notwithstanding anything to the
contrary in its articles, continue until it is dissolved.
446. Avoidance of transfers after

commencement of voluntary winding up
A transfer of shares, not being a transfer made to or

with the sanction of the liquidator, and any alteration
in the status of the members of the company, made
after the commencement of a voluntary winding up,
is void.
447. Statutory declaration of solvency in case

of proposal for winding up voluntarily
(1) Where it is proposed to wind up a company

voluntarily, a director or, in the case of a company
having more than two directors, the majority of the
directors, may, at a meeting of the directors make a
statutory declaration to the effect that-
(a) they have made a full enquiry into the affairs

of the company; and
(b) having made the inquiry, they have formed

the opinion that the company will be able to
pay its debts in full within such period, not
exceeding twelve months, from the
commencement of the winding up as may
be specified in the declaration.
(2) A declaration made under sub-section (1) has

no effect for the purposes of this Act unless it-
(a) is made within the five weeks immediately

preceding the date of the passing of the
resolution for winding up the company
and is lodged with the Registrar for

registration before that date; and
(b) embodies a statement of the company’s

assets and liabilities as at the latest
practicable date before the making of the
declaration.
(3) A director of a company who makes a decal-

ration under this section without having reasonable
grounds for the opinion that the company will be
able to pay its debts in full within the period
specified in the declaration commits an offence.
(4) If the company is wound up in pursuance of a

resolution passed within the period of five weeks
after the making of the declaration, but its debts are
not paid or provided for in full within the period
stated in the declaration, it is presumed until the
contrary is shown that the director did not have
reasonable grounds for his or her opinion.
(5) In this Act-
(a) “a members’ voluntary winding up” means a

winding up in which a declaration has been
made and delivered in accordance with this
section; and
(b) “a creditors’ voluntary winding up” means a

winding up in which a declaration has not
been made and delivered in accordance
with this section.
SUB-PART 2 - PROVISIONS APPLICABLE TO MEMBERS

VOLUNTARY WINDING UP
448. Power of company to appoint and fix

remuneration of liquidators
(1) A company in a general meeting-
(a) shall appoint one, or more than one,

liquidator for the purposes of winding up the
affairs and distributing the assets of the
company; and
(b) may fix the remuneration to be paid to him

or her or them.
(2) Subject to sub-sections (3) and (4), a company

may by special resolution remove a liquidator and
appoint another liquidator, but the removal or
appointment does not have effect-
(a) until after the expiration of the period of

fourteen days after the date on which the
resolution is passed; or
(b) if, within the period referred to in para-

graph (a) of this sub-section, an application
is made to the court under sub-section (4),
unless the court dismissed the application
or the application is withdrawn.
(3) In addition to the other requirements of this Act

with respect to the giving of notice of meetings, the
company shall give to all creditors and
contributories of the company notice of a meeting at
which a resolution under sub-section (2) will be
proposed, giving in the notice particulars of the
proposals.
(4) A creditor or contributory of the company may,

within the period of fourteen days after the date on
which a resolution under sub-section (2) is passed,
apply to the court for an order cancelling the
resolution and the court may, if it is satisfied that it
is fair and reasonable to do so, allow the
application, but shall, if not so satisfied, dismiss the
application.
(5) On the appointment of a liquidator, all the

powers of the directors shall cease, except so far as
the company, in a general meeting or the liquidator,
sanctions the continuance of their powers.
(1) If a vacancy occurs by death, registration or

otherwise in the office of a liquidator appointed by
the company, the company in a general meeting

may, subject to any arrangement with its creditors,
fill the vacancy.
(2) For the purpose of sub-section (1), a general

meeting may be convened by a contributory or, if
there are more liquidators than one, by the
continuing liquidators.
(3) The meeting shall be held in the manner

provided by this Act or by the bye-laws or in such
manner as may, on application by a contributory or
by the continuing liquidators, be determined by the
court.
450. Power of liquidator to accept shares as

consideration for sale of property of company
(1) Where a company is proposed to be, or is in the

course of being, wound up altogether voluntarily,
and the whole or part of its business or property is
proposed to be transferred or sold to another
company ( in this section called “the transferee
company”), the liquidator of the company proposed
to be, or in the course of being, wound up (in this
section called “the transferor company”) may, with
the sanction of a special resolution of that company,
conferring either a general authority on the
liquidator or an authority in respect of a particular
arrangement-
(a) receive, in compensation for the transfer or

sale, shares, policies, or other like interests
in the transferee company, for distribution
among the members of the transferor
company; or
(b) enter into any other arrangement whereby

the members of the transferor company
may, in lieu of receiving cash, shares,
policies, or other like interests, or in
addition thereto, participate in the profits of
or receive any other benefit from the
transferee company.
(2) A sale or an arrangement in pursuance of this

section is binding on the members of the transferor
company.
(3) Where the whole or part of the compensation or

benefit accruing to the members of the transferor
company in respect of a sale or an arrangement in
pursuance of this section consists of fully paid
shares in the transferee company, each member of
the transferor company is deemed to have agreed
with the transferee company for the acceptance of
the fully paid shares to which he or she is entitled
under the distribution referred to in sub-section (1)
of this section.
(3) If a member of the transferor company who did

not vote in favour of the special resolution
expresses his or her dissent from the resolution in
writing addressed to the liquidator and left at the
registered office of the company within seven days
after the passing of the resolution, he or she may
require the liquidator either to-
(a) abstain from carrying the resolution into

effect; or
(b) purchase his or her interest at a price to be

determined by agreement or by arbitration
in a manner provided by the Alternative
Dispute Resolution Act.
[cap. 6.08]
(4) If the liquidator elects to purchase the member’s

interest, the purchase money shall be raised by the
liquidator in such manner as may be determined by
special resolution and be paid before the company
is dissolved.
(5) A special resolution is not invalid for the

purposes of this section by reason only that it is
passed before or concurrently with a resolution for
voluntary winding up or for appointing liquidators,
but if an order is made with in a year for winding up
the company by the court, the special resolution is
not valid unless sanctioned by the court.
451. Duty of liquidator to call creditors’ meeting

in case of insolvency
(1) If, in the case of a winding up commenced after

the commencement of this Act, the liquidator is at
any time of the opinion that the company will not be
able to pay it debts in full within a period stated in
the declaration under section 455 of this Act, he or
she shall forthwith summon a meeting of the
creditors and lay before the meeting a statement of
the assets and liabilities of the company.
(2) Unless the meeting of the creditors resolve that

the winding up is to continue as a members’
voluntary winding up, the winding up shall, as from
the date when the liquidator calls a meeting of
creditors, become a creditors’ voluntary winding up,
and the meeting of creditors has the same powers
as a meeting of creditors held under section 465 of
this Act.
(3) A liquidator who fails to comply with sub-section

(1) commits an offence.
452. Duty of liquidator to call general meeting at

end of each year
(1) Subject to section 454 of this Act, in the event

of the winding up continuing for more than one year,
the liquidator shall summon a general meeting of
the company-
(a) at the end of the first year from the

commencement of the winding up and of
each succeeding year; or
(b) at the first convenient date within three

months or such longer period as the court
may allow from the end of the year,
and shall lay before the meeting an account of his

or her and dealings and of the conduct of the
winding up during the preceding year.

(1) Subject to section 454 of this Act, as soon as the

affairs of the company are fully wound up. the
liquidator shall-
(a) make up an account of the winding up,

showing how the winding up had been
conducted and the property of the company
had been disposed of; and
(b) cause the account to be audited.
(2) When the account has been audited, the

liquidator call a general meeting of company for the
purposes of laying before it the audited account and
giving any necessary explanation in respect of the
account.
(3) The general meeting of the company shall be

called by advertisement published at least one
month before the meeting in the Gazette and in at
least one in newspaper printed and circulating
widely in The Gambia, specifying the time, place
and object of the meeting.
(4) Within one week after the meeting, the liquidator

shall lodge with the Registrar a copy of the audited
account, and make a return to him or her of the
holding of the meeting and of its date.
(5) Notwithstanding anything in sub-section (4), if a

quorum is not present at the meeting, the liquidator
shall, in lieu of the return referred to in sub-section
(4), make a return to the Registrar that the meeting
was duly summoned and that no quorum was
present at the meeting, and on a return being made,
the provisions of this sub-section as to the making
of the return are, in respect of that meeting, deemed
to have been complied with.
(6) The Registrar shall on receiving the account

and a return mentioned in sub-section (4) or (5)
forthwith register them, and, on the expiration of
three months from the registration of the return, the
company is deemed to be dissolved by the court,
but the court may, on application of the liquidator or
of any other person who appears to the court to be

interested, make an order deferring the date at
which the dissolution of the company is to take
effect for such time as the court thinks fit.
(7) The person on whose application an order of

the court under this section is made, shall, within
seven days after the making of the order, lodge with
the Registrar a copy of the order for registration,
and if that person fails to do so he or she commits
offence.
(8) A liquidator who fails to call a general meeting

of the company, or send a copy of an account or
make a return as required by this season, commits
an offence.
454. Alternative pro-visions as to annual and

final meetings in case of insolvency
Where section 451 of this Act has effect, sections

461 and 463 of this Act apply to the winding up to
the exclusion of sections 460 and creditor’s
voluntary winding up and not a member’s voluntary
winding up, but the liquidator shall not be required
to summon a meeting of creditors under section 469
of Act at the end of the first year from the
commencement of the winding up, unless the
meeting held under this section 451 is held more
than three months before the end of that year.
SUB-PART 3 - PROVISIONS APPLICABLE TO A

CREDITORS VOLUNTARY WINDING UP
455. Meeting of creditors
(1) A company shall cause-
(a) a meeting of the creditors of the company to

be summoned for the day, or the day next
following the day, on which there is to be
held the meeting at which the resolution for
voluntary winding up is to be proposed; and
(b) the notices of the meeting of creditors to be

sent by post to the creditors simultaneously
with the sending of the notices of the
meeting of the company.
(2) The company shall cause notice of the meeting

of the creditors to be advertised in the Gazette and
at least in one newspaper circulating widely in The
Gambia.
(3) The directors of the company shall-
(a) cause a full statement of the position of

the company’s affairs, together with a list of
the creditors of the company and the
estimated amount of their claims, to be laid
before the meeting of creditors; and
(b) appoint one of their number to preside at

the meeting.
(4) The director appointed to preside at the meeting

of creditors shall attend and preside at the meeting.
(5) If the meeting of the company at which the

resolution for voluntary winding up is to be
proposed is adjourned and the resolution is passed
at an adjourned meeting, a resolution passed at the
meeting of the creditors held in pursuance of sub-
section (1) of this section has effect as if it had been
passed immediately after the passing of the
resolution for winding up the company
(6) If default is made by-
(a) the company in complying with

sub-section (1) or (2);
(b) the directors of the company in

complying with sub-section (3); or
(c) a director of the company in com-

plying with sub-section (4),
of this section, the company or, as the case may be,

each of the directors, commits an offence, and, in
the case of default by the company, every officer of
the company who is in default commits an offence.
456. Appointment of liquidator
(1) The creditors and the company may, at their

respective meetings mentioned in section 454 of
this section nominate a person to be liquidator for
the purpose of winding up the affairs and
distributing the assets of the company.
(2) If the creditors and the company nominate

different persons, the person nominated by the
creditors shall be liquidator, and if no person is
nominated by the creditors, the person nominated
by the company shall be liquidator.

(2) of this section, when different persons are
nominated, any director, member, or creditor of the
company may, within seven days after the date on
which the nomination was made by the creditors,
apply to the court for an order directing that-
(a) the person nominated as liquidator by the

company shall be liquidator instead of or
jointly with, the person nominated by the
creditors; or
(b) some other person be appointed liqui-

dator instead of the person nominated by
the creditors.
457. Appointment of committee of inspection
(1) The creditors at the meeting to be held in

pursuance of section 449 of this Act or at a
subsequent meeting, may, if they think fit, appoint a
committee of inspection consisting of not more than
five persons, and if a committee is appointed the
company may, either at the meeting at which the
resolution for voluntary winding up is passed or at
any time subsequently in a general meeting,
appoint such number of persons as they think fit to
act as members of the committee not exceeding
five in number.

(1) of this section, the creditors may, if they think fit,
resolve that all or any of the persons so appointed
by the company ought not to be members of the

committee of inspection, and, if the creditors so
resolve the persons mentioned in the resolution
shall not, unless the court otherwise directs, be
qualified to act as members of the committee; and
(3) On an application to the court under this section

the court may, if it think fit, appoint other persons to
act as members in place of the persons mentioned
in the resolution.
(4) Subject to the provisions of this section and to

rules made under section 511 of this Act, the
provisions of section 428 of this Act, except sub-
section (1), apply with respect to a committee of
inspection appointed under this section as they
apply with respect to a committee of inspection
appointed in a winding up by the court.
458. Fixing of liquidators’ remuneration and

cessation of directors’ powers
(1) The committee of inspection, or if there is no

committee, the creditor, may fix the remuneration to
be paid to the liquidator or liquidators.
(2) On the appointment of a liquidator, all powers of

the directors shall cease except so far as the
committee of inspection, or if there is no committee,
the creditors, sanction the continuance of those
powers.
If a vacancy occur, by death, resignation or

otherwise, in the office of a liquidator, other than a
liquidator appointed by, or by the direction of, the
court, the creditors may fill the vacancy.
460. Application of section 458 to a creditors’

winding up
The provisions of section 448 of this Act apply in the

case of a creditors’ voluntary winding up, with the
modification that the powers of the liquidator under
that section shall not be exercised except with the
sanction of the court or of the committee of
inspection.
461. Duty of liquidator to call meetings of

company and of creditors at end of each year.
(1) In the event of the winding up continuing for

more than one year, the liquidator shall-
(a) summon a general meeting of the company

and a meeting of creditors at the end of the
first year from the commencement of the
winding up, and of each succeeding year or
at the first convenient date within three
months, or such longer period as the court
may allow, from the end of the year; and
(b) lay before the meeting an account of his or

her act and dealings and of the conduct of
the winding up during the preceding year.

(1) As soon as the affairs of the company are fully

wound up, the liquidator shall-
(a) make up an account of the winding up,

showing how the winding up has been
conducted and the property of the
company has been disposed of; and
(b) call a general meeting of the company and

a meeting of the creditors, for the purpose
of laying the account before the meeting,
and giving any explanation in respect of
the accounts.
(2) The meeting shall be called by advertisement

published at least one month before the meeting in
the Gazette and in at least one newspaper
circulating widely in The Gambia, specifying the
time, place and object of the meeting.
(3) Within one week after the date of the meetings,

or, if the meetings are not held on the same date,
after the date of the later meeting, the liquidator
send to the Registrar a copy of the account, and
shall make a return to him or her of the holding of
the meetings and of their dates.
(4) Notwithstanding anything in sub-section (3), if a

quorum is not present at either such meeting, the
liquidator shall, in lieu of the return referred to in
sub-section (3), make a return that the meeting was
duly summoned and that no quorum was present at
the meeting, and upon a return being made, the
provisions of this sub-section as to the making of
the return are, in respect of that meeting, deemed to
have been complied with.
(5) The Registrar shall, receiving the account and

in respect of each on meeting a return mentioned in
sub-section (3) or (4), forthwith register them, and
on the expiration of three months from the
registration, a company is deemed to be dissolved,
but the court may, on the application of the
liquidator or of any other person who appears to the
court to be interested, make an order deferring that
date at which the dissolution of the company is to
take effect for such time as the court thinks fit.
(6) The person on whose application an order of

the court under this section is made, shall, within
seven days after the making of the order, lodge with
the Registrar a copy of the order for registration,
and if that person fails to do so he or she commits
an offence.
(7) A liquidator who fails to call a meeting of the

company or a meeting of the creditors or send a
copy of an account or make a return as required by
this section, commits an offence.
SUB-PART 4 - PROVISIONS APPLICABLE TO EVERY

VOLUNTARY WINDING UP
463. Distribution of property of company
Subject to the provisions of this Act as to

preferential payments, the property of a company
shall, on its winding up, be applied in satisfaction

of its liabilities equally, and subject to that
application, shall, unless the articles of the
company otherwise provide, be distributed among
the members according to their rights and
interests in the company.
464. Powers and duties of liquidator in

voluntary winding up
(1) The liquidator may-
(a) in the case of a members' voluntary

winding up, with the sanction of a special
resolution of the company and, in the case
of a creditors' voluntary winding up, with
the sanction of either the court or the
committee of inspection, exercise any of
the powers given by paragraphs (d), (e)
and (f) of sub-section (1) of section 420 of
this Act to a liquidator in a winding up by
the court;
(b) exercise any of the other powers by this

Act given to the liquidator in a winding up
by the court;
(c) exercise the power of the court under this

Act of settling a list of contributories, and
the list of contributories are prima facie
evidence of the liability of the persons
named in the list to be contributories;
(d) exercise the power of the court of making

calls; and
(e) summon general meetings of the

company for the purpose of obtaining the
sanction of the company by special
resolution or for any other purpose he or
she may think fit.
(2) The liquidator shall pay the debts of the com-

pany and adjust the rights of the contributories
among themselves.
(3) When several liquidators are appointed, a power

given by this Act may be exercised by such one or
more of them as may be determined at the time of
their appointment, or, in default of a determination,
by any number not less than two.
465. Power of court to appoint and

remove liquidator in voluntary winding up
(1) If for any reason whatever, there is no

liquidator acting, the court may appoint a liquidator.
(2) The court may on cause shown, remove a

liquidator and appoint another liquidator.
466. Notice by liquidator of his or her

appointment
(1) The liquidator shall, within twenty-one days

after his or her appointment-
(a) publish in the Gazette and in at least one a

newspaper circulating widely in The
Gambia; and
(b) deliver to the Registrar for registration,
a notice of his or her appointment in the prescribed

form.
(2) A liquidator who fails to comply with the

requirements of sub-section (1) commits an offence.
467. Arrangement when binding on creditors
(1) An arrangement entered into between a

company about to be, or in the cause of being,
wound up and its creditors shall, subject to the right
of appeal under this section, be binding-
(a) on the company if sanctioned by a special

resolution; and
(b) on the creditors if acceded to by three-

fourths in number and value of the
creditors.
(2) A creditor or contributory may, within three

weeks from the completion of the arrangement,
appeal to the court against the arrangement and the
court may on an appeal, amend, vary, or confirm
the arrangement, as it thinks fit.
468. Power to apply to court to have questions

determined or powers exercised
(1) The liquidator, a contributory or creditor may

apply to the court to-
(a) determine any question arising in the

winding up of a company; or
(b) exercise, as respects the enforcing of calls,

or any other matter, all or any of the powers
which the court or might exercise if the
company were being wound up by the court.
(2) The court may-
(a) if satisfied that the determination of the

question or the required exercise of the
power will be just and beneficial, accede
wholly or partially to the application on
such terms and conditions as it thinks fit; or
(b) make such other order on the application

as it thinks fit.
(3) A copy of an order made pursuant to this section

staying the proceedings in the winding up shall
forthwith be lodged by the company, or otherwise
as may be prescribed, with the Registrar, who shall
enter a minute of the order in his or her records
relating to the company.
469. Costs of Voluntary winding up
All costs, charges and expenses properly incurred

in the winding up, including the remuneration of the
liquidator, shall be paid out of the assets of the
company in priority to all other claims.
470. Saving for rights of creditors and

contributories
The winding up of a company shall not bar the right

of a creditor or contributory to have the company
wound up by the court, but, in the case of an
application by a contributory, the court must be
satisfied that the rights of the contributories will be
prejudiced by a voluntary winding up.
471. Penalty for offence committed under this

Chapter
A person who commits an offence under this Part is

liable on conviction to a fine not exceeding fifty
thousand dalasis or to a term of imprisonment not
exceeding two years, or both.
PART V - PROVISIONS APPLICABLE TO EVERY

MODE OF WINDING UP
SUB-PART 1 - PROOF AND RANKING OF CLAIMS
472. Debts of all descriptions to be proved
(1) Subject, in the case of solvent companies, to the

application of the provisions of the Insolvency Act,
in every winding up, all debts payable on a
contingency, and all claims against the company,
present or future, certain or contingent, ascertained
or sounding only in damages, are admissible to
proof against the company.
(2) A just estimate shall be made, so far as

possible, of the value of the debts or claims as are
subject to any contingency or sound only in
damages or for some other reason do not bear a
certain value.
(3) Subject to section 481 of this Act, in the winding

up of a company, the same rules as are in force for
the time being under the Insolvency Act, with
respect to the estates of persons adjudged
bankrupt, shall prevail and be observed with regard
to-
(a) the respective rights of secured and

unsecured creditors;
(b) debts provable; and
(c) the valuation of annuities and future and

contingent liabilities,
and any person who in any such case would be

entitled to prove for and receive dividends out of
the assets of the company may come in under the
winding up, and make such claims against the
company as they respectively are entitled to by
virtue of this section.
473. Preferential payments
(1) In a winding up of a company, there shall be

paid in priority to all other debts-
(a) all rates, charges, taxes, assessments or

impositions, whether imposed or made by
the Government or by a public authority
under the provisions of an enactment and
having become due and payable within
twelve months next before the relevant
date;
(b) all deduction under the Social Security

Fund;
(c) all wages or salary (whether or not

earned wholly or in part by way of
commission or for time or piece work) of
an employee, not being a director, in
respect of services rendered to the
company during the four months next
before the relevant date;
(d) all accrued holiday remuneration

becoming payable to an employee (or in
the case of his or her death, to any other
person in his or her right) on the
termination of his or her employment
before or by the effect of the winding up
order or resolution; and
(e) all severance benefits, not exceeding the

equivalent of forty-five days basic wages
or salary, due or accruing to an
employee, not being a director, whether
retrenched by an employer, a receiver, a
liquidator or some other person.
(2) Where a payment on account of wages, salary

or severance benefits has been made to an
employee of a company out of money advanced by
some person for that purpose, that person shall in a
winding up have a right of priority in respect of the
money so advanced and paid up to the amount by
which the sum in respect of which that employee
would have been entitled to priority in the winding
up has been diminished by reason of the payment
having been made.
(3) The debts and claims to which priority is given

by sub-section (1) shall-
(a) rank equally among themselves and be paid

in full, unless the assets are insufficient to
meet them, in which case they shall abate in
equal proportions; and
(b) so far as the assets of the company available

for payment of general creditors are
insufficient to meet them, have priority over
the claims of holders of debentures under a
floating charge created by the company, and
paid accordingly out of any property
comprised in or subject to that charge.
(4) Subject to the retention of such sums as are

necessary for the costs and expenses of the
winding up, the debts and claims to which priority is
given by sub-section (1) shall be discharged
forthwith so far as the assets are sufficient to meet
them.
(5) In the event of a landlord or other person

distraining or having distrained on any goods or
effects of the company within three months next
before the date of a winding up order, the debts to

which priority is given by sub-section (1) shall be a
first charge on the goods or effects so detrained on,
or the proceeds of the sale of the goods or effects,
but in respect of any money paid under the charge,
the landlord or other person shall have the same
rights of priority as the person to whom the payment
is made.
(6) In this section, "the relevant date" means-
(a) in the case of a company ordered to be

wound up compulsorily which had not
previously commenced to be wound up
voluntarily, the date of the winding-up
order; and
(b) in any other case, the date of the

commencement of the winding up.
SUB-PART 2 - EFFECT OF WINDING UP ON

ANTECEDENT AND OTHER TRANSACTIONS
474. Fraudulent preference
(1) Any conveyance, mortgage, delivery of goods,

payment, execution, or other act relating to property
which would, if made or done by or against an
individual, be deemed in his or her bankruptcy or
insolvency to be a fraudulent preference, or a
fraudulent conveyance, assignment, transfer, sale
or disposition, is, if made or done by or against a
company, deemed in the event of its being wound
up, to be a fraudulent preference of its creditors, or
a fraudulent conveyance, assignment, transfer, sale
or disposition, as the case may be, and be invalid
accordingly.
(2) For the purposes of this section, the

commencement of the winding up is deemed to
correspond with the presentation of the bankruptcy
or insolvency petition in the case of an individual.
(3) A conveyance or an assignment by a company
of all its property to trustees for the benefit of all its
creditors is void.
475. Liabilities and rights of certain

fraudulently preferred persons
(1) Where, in the case of a company wound up in

The Gambia, anything made or done after the
commencement of this Act is void under section
474 of this Act as a fraudulent preference of a
person interested in property mortgaged or charged
to secure the company's debt, then, without
prejudice to any rights or liabilities arising apart from
this provision, the person preferred is subject to the
same liabilities, and has the same rights, as if he or
she had undertaken to be personally liable as
surety for the debt to the extent of the charge on the
property or the value of his or her interest,
whichever is the less.
(2) The value of the interest of a person referred to

in sub-section (1) shall be determined as-
(a) at the date of the transaction constituting

the fraudulent preference; and
(b) if the interest were free of all

encumbrances other than those to which
the charge for the company's debt was
then subject.
(3) On an application made to the court with respect

to a payment on the ground that the payment was a
fraudulent preference of a surety or guarantor, the
court has jurisdiction to;
(a) determine any question with respect to

whom the payment was made and the
surety or guarantor; and
(b) grant relief in respect thereof,
notwithstanding that it is not necessary to do so for

the purposes of the winding up, and for that
purpose may give leave to bring in the surety or
guarantor as a third party as in the case of an action
for the recovery of the sum paid.
(4) Sub-section (3) applies, with the necessary

modifications, in relation to transactions, other than
the payment of money, as it applies in relation to
payments.
476. Effect of floating charge
Where a company is being wound up, a floating

charge on the undertaking or property of the
company created within twelve months of the
commencement of the winding up is invalid, unless
it is proved that the company immediately after the
creation of the charge was solvent, except to the
amount of any cash paid to the company at the time
of, or subsequently to the creation of, and in
consideration for, the charge, together with interest
on that amount at the rate of six per cent per annum
or such other rate as may be prescribed.
477. Disclaimer of onerous property
(1) Where a part of the property of a company

which is being wound up consists of-
(a) land of any tenure burdened with onerous

covenants;
(b) shares or stock in corporations, or

unprofitable contracts; or
(c) any other property that is unsaleable, or

not readily saleable, by reason of its
binding the possessor thereof to the
performance of any onerous act, or to the
payment of any sum of money,
the liquidator of the company, notwithstanding that

he or she had endeavoured to sell or has taken
possession of the property, or exercised any act of
ownership in relation thereto, may, with the leave of
the court and subject to the provisions of this
section, by writing signed by him or her, at any time
within twelve months after the commencement of
the winding up or such extended period as may be
allowed by the court, disclaim the property.
(2) Where a property referred to in sub-section (1)

has not come to the knowledge of the liquidator
within one month after the commencement of the
winding up, the power under this section of
disclaiming the property may be exercised at any
time within twelve months after he or she has
become aware of the property or such extended
period as may be allowed by the court.
(3) The disclaimer shall operate to determine, as

from the date of disclaimer, the rights, interests, and
liabilities of the company, and the property of the
company, in or in respect of the property
disclaimed, but shall not, except so far as is
necessary for the purpose of releasing the company
and the property of the company from liability, affect
the rights or liabilities of any other person.
(4) The court may, before or on granting leave to

disclaim-
(a) require such notices to be given to persons

interested;
(b) impose such terms as a condition of

granting leave; and
(c) make such other order in the matter as the

court thinks just.
(5) The liquidator is not entitled to disclaim a

property under this section in a case where an
application in writing has been made to the
liquidator by a person interested in the property
requiring him or her to decide whether he or she will
or will not disclaim, and the liquidator-
(a) has not, within a period of twenty-eight

days after the receipt of the application or
such further period as may be allowed by
the court, given notice to the applicant that
he or she intends to apply to the court for
leave to disclaim; and
(b) in the case of a contract, if the liquidator,

after application, does not, within the
period specified in paragraph (a) of this

sub-section or further period disclaim the
contract,
the company is deemed to have adopted it.
(6) The court may, on the application of a person

who is, as against the liquidator, entitled to the
benefit or subject to the burden of a contract made
with a company, make an order rescinding the
contract on such terms as to payment by or to either
party of damages for the non performance of the
contract, or otherwise as the court thinks just, and
any damages payable under the order to such
person may be proved by him or her as a debt in
the winding up.
(7) The court may, on an application by a person

who either claims an interest in a disclaimed
property, or is under a liability not discharged by this
Act in respect of any disclaimed property and on
hearing the person as it thinks fit, make an order for
the vesting of the property in or the delivery of the
property to any person entitled to it, or to whom it
may seem just that the property should be
delivered by way of compensation for the liability, or
a trustee for him or her and on such terms as the
court thinks just.
(8) Where the court makes a vesting order under

sub-section (7), the property comprised in the order
shall vest accordingly in the person named in the
order without any conveyance or assignment for the
purpose.
(9) Notwithstanding anything in sub-section (7),

where the property disclaimed is of a leasehold
nature, the court shall not make a vesting order in
favour of a person claiming under the company,
whether as under-lessee or as mortgagee by
demise, except on terms of making that person-
(a) subject to the same liabilities and obliga-

tions as those to which the company was
subject under the lease in respect of the
property at the commencement of the
winding up; or
(b) if the court thinks fit, subject only to the

same liabilities and obligations as if the
lease had been assigned to that person at
that date,
and in either event, if the case so requires, as if the

lease had comprised only the property comprised in
the vesting order.
(10) A mortgagee or an under-lessee declining to

accept a vesting order on the terms specified in
sub-section (9) is excluded from all interest in and
security on the property, and, if there is no person
claiming under the company who is willing to accept
an order on such terms, the court may vest the
estate and interest of the company in the property in
any person liable personally or in a representative
character, and either alone or jointly with the
company to perform the lessee's covenants in the
lease, freed and discharged from all estates, in
cumbrances and interests created therein by the
company.
(11) A person injured by the operation of a

disclaimer under this section is deemed to be a
creditor of the company to the amount of the injury,
and may accordingly prove the amount as a debt in
the winding up.
478. Definition applicable to sections 487 and

488
For the purposes of sections 479 and 480 of this

Act, "goods" includes all chattels personal.
479. Restriction of rights of creditor

as to execution or attachment
(1) Where a creditor has issued execution against

the goods or lands of a company or has attached a
debt due to the company, and the company is
subsequently wound up, the creditor is not entitled
to retain the benefit of the execution or attachment
against the liquidator in the winding up of the
company unless he or she has completed the

execution or attachment before the commencement
of the winding up.
(2) Where a creditor has had notice of a meeting

having been called at which a resolution for
voluntary winding up is to be proposed, the date on
which the creditor so had notice shall be substituted
for the date of the commencement of the winding up
for the purposes of sub-section (1).
(3) A person who purchases, in good faith under a

sale by the Sheriff, the goods of a company on
which an execution has been levied shall in all
cases acquire a good title to them against the
liquidator.
(4) The rights conferred by this section on the

liquidator may be set aside by the court in favour of
the creditor to such extent and subject to such
terms as the court may think fit.
(a) an execution against goods is taken to be

completed by seizure and sale;
(b) an attachment of a debt is deemed to be

completed by receipt of the debt; and
(c) an execution against land is deemed to

be completed from the date of the order
for sale or by seizure, as the case may
be, and, in the case of an equitable
interest, by the appointment of a receiver.
480. Duties of sheriff of as to goods

taken in execution
(1) Subject to sub-section (4), where the goods of a

company are taken in execution and, before the
sale of the goods or the completion of the execution
by the receipt or recovery of the full amount of the
levy, notice is served on the Sheriff that-
(a) a provisional liquidator has been

appointed; or
(b) a winding up order has been made or

that a resolution for voluntary winding up
has been passed,
the Sheriff shall, on being so required, deliver the

goods and any money seized or received in part
satisfaction of the execution to the liquidator, but the
costs of the execution shall be a first charge on the
goods or money so delivered and the liquidator may
sell the goods, or a sufficient part of the goods, for
the purpose of satisfying that charge.
(2) Subject to sub-section (4), where under an

execution in respect of a judgment for a sum
exceeding five thousand dalasis the goods of a
company are sold or money is paid in order to avoid
sale, the Sheriff shall deduct the costs of the
execution from the proceeds of the sale or the
money paid and retain the balance for fourteen
days.
(3) If, within the time specified in sub-section (2),

notice is served on the Sheriff of a petition for the
winding up of the company having been presented
or of a meeting having been called at which there is
to be proposed a resolution for the voluntary
winding up of the company and an order is made or
a resolution is passed, as the case may be, for the
winding up of the company, the Sheriff shall pay the
balance to the liquidator, who shall be entitled to
retain it as against the execution creditor.
(4) The rights conferred by this section on the

liquidator may be set aside by the court in favour of
the creditor to such extent and subject to such
terms as the court thinks fit.
SUB-PART 3 - OFFENCES
481. Offences by officers of companies in

liquidation
(1) A person commits an offence if he or she, being

a past or present officer of a company which, at the
time of the commission of the offence, is being

wound up, whether by the court or voluntarily, or is
subsequently ordered to be wound up by the court
or subsequently passes a resolution for voluntary
winding up-
(a) does not, to the best of his or her

knowledge and belief, fully and truly reveal
to the liquidator all the property, real and
personal, of the company, and how and to
whom and for what consideration and
when the company disposed of any part of
the property, except such part as has been
disposed of in the ordinary way of the
business of the company;
(b) does not deliver up to the liquidator, or as

the liquidator directs, all such part of the
real and personal property of the company
as is in his or her custody or under his or
her control, and which he or she is required
by law to deliver up;
(c) does not deliver up to the liquidator, or as

the liquidator directs, all books and papers
in his or her custody or under his or her
control belonging to the company and
which he or she is required by law to
deliver up;
(d) within the twelve months immediately

preceding the commencement of the
winding up or at any time thereafter,
conceals any part of the property of the
company to the value of ten thousand
dalasis or upwards, or conceals a debt due
to or from the company;
(e) within the twelve months immediately

fraudulently removes a part of the property
of the company to the value of ten
thousand dalasis or upwards;
(f) makes a material omission in a statement

relating to the affairs of the company;
(g) knowing or believing that a false debt has

been proved by a person under the winding
up, fails for the period of one month to
inform the liquidator of the fact;
(h) after the commencement of the winding

up, prevents the production of a book or
paper affecting or relating to the property
or affairs of the company;
(i) within the twelve months next before the

commencement of the winding up or at
anytime thereafter, conceals, destroys,
mutilates or falsifies, or is privy to the
concealment, destruction, mutilation, or
falsification of, a book or paper affecting
or relating to the property or affairs of the
company;
(j) within the twelve month immediately

makes or is privy to the making of a false
entry in a book or paper affecting or
relating to the property or affairs of the
company;
(k) within the twelve months immediately

fraudulently parts with, alters or makes an
omission in, or is privy to the fraudulent
parting with, altering or making an
omission in, a document affecting or
relating to the property or affairs of the
company;
(l) after the commencement of the winding

up or at any meeting of the creditors of
the company held within the period of
twelve months immediately preceding the
commencement of the winding up,
attempts to account for a part of the
property of the company by fictitious

losses or expenses;
(m) has within the twelve months immediately

winding up or at any time thereafter, by
any false representation or other fraud,
obtained a property for or on behalf of the
company on credit which the company
does not subsequently pay for;
(n) within the twelve months immediately

under the false pretence that the
company is carrying on its business,
obtains on credit, for or on behalf of the
company, a property which the company
does not subsequently pay for;
(o) within the twelve months immediately

winding up or at any time thereafter
pawns, pledges or disposes of a property
of the company which has been obtained
on credit and has not been paid for,
unless the pawning, pledging or
disposing is in the ordinary way of the
business of the company; or
(p) makes a false representation or commits

a fraud for the purpose of obtaining the
consent of the creditors of the company
or any of them to an agreement with
reference to the affairs of the company or
to the winding up.
(2) It is a sufficient defence in proceedings for an

offence-
(a) under paragraph (a), (b), (c), (d), (I), (n), or

(o) of sub-section (1), if the accused
person proves that he or she had no intent
to defraud; and
(b) under paragraph (h), (i) or (j) of sub-

section (1), if the accused person proves
that he or she had no intent to conceal the
state of affairs of the company or to defeat
the law.
(3) Where a person pawns, pledges or disposes of

a property in circumstances which amount to an
offence under paragraph (o) of sub-section (1),
every person who takes in pawn or pledge or
otherwise receives the property knowing it to be
pawned, pledged or disposed of in those
circumstances commits an offence.
(4) For the purposes of this section, "officer"

includes a person in accordance with whose
directions or instructions the directors of a company
have been accustomed to act.
482. Penalty for falsification of books
An officer or a contributory of a company being

wound up who destroys, mutilates, alters or falsifies
any books, papers, or securities, or makes or is
privy to the making of a false or fraudulent entry in a
register, book of account or document belonging to
the company, with intent to defraud or deceive any
person, commits an offence.
483. Frauds by officers of companies which

have gone into liquidation
A person commits an offence if he or she, being, at

the time of the commission of the offence, an officer
of a company which is subsequently ordered to be
wound up by the court or subsequently passes a
resolution for voluntary winding up-
(a) has by false pretences or by means of any

other fraud induced another person to give
credit to the company;
(b) with intent to defraud creditors of the

company, has made or caused to be made
any gift or transfer of or charge on, or has
caused or connived at the levying of an
execution against, the property of the
company; or
(c) with intent to defraud creditors of the

company, has concealed or removed a
part of the property of the company
since, or within two months before, the
date of any unsatisfied judgment or order
for payment of money obtained against
the company.
484. Liability where proper accounts not kept
(1) If, on a company being wound up, it is shown

that proper books of account were not kept by the
company throughout the period of-
(a) two years immediately preceding the

commencement of the winding up; or
(b) between the incorporation of the company

and the commencement of the winding up,
whichever is shorter, every officer of the company

who was knowingly a party to the default of the
company commits an offence, unless the officer
shows that he or she acted honestly and that, in the
circumstances in which the business of the
company was carried on, the fault was excusable.
(2) For the purposes of this section, proper books of

account are deemed not to have been kept in the
case of a company if there have not been kept such
books or accounts as are necessary to exhibit and
explain the transactions and financial position of the
trade or business of the company, including-
(a) books containing entries from day-to-day

in sufficient detail of all cash received
and cash paid; and
(b) where the trade or business has involved

dealing in goods, statements of the
annual stock takings and (except in the
case of goods sold by way of ordinary
retail trade) of all goods sold and
purchased, showing the goods and the
buyers and the sellers in sufficient detail

to enable those goods and those buyers
and sellers to be identified.
485. Fraudulent trading
(1) If, in the course of the winding up of a company,

it appears that any business of the company has
been carried on-
(a) with intent to defraud creditors of the

company or the creditors of any other
person or for any fraudulent purpose;
(b) with reckless disregard of the com-pany's

obligation to pay its debts and liabilities;
or
(c) with reckless disregard of the insuffi-

ciency of the company's assets to satisfy
its debts and liabilities,
the court may, on the application of the Official

Receiver or the liquidator or a creditor or
contributory of the company, if it thinks is proper to
do so, declare that any of the officers whether past
or present, of the company or any other persons
who were knowingly parties to the carrying on of the
business in that manner are personally responsible,
without any limitation of liability, for all or any of the
debts or other liabilities of the company, as far as
the court may direct.
(2) Where the court makes a declaration under sub-

section (1) of this section, it may give such further
directions as it thinks proper for the purpose of
giving effect to that declaration, and in particular it
may-
(a) make provision for making the liability of

a person under the declaration a charge
on any debt or obligation due from the
company to him or her or on a mortgage
or charge or an interest in a mortgage or
charge, on any assets of the company
held by or vested in him or her, or any

company or persons on his or her behalf,
or any person claiming as assignee from
or through the person liable or any
person acting on his or her behalf; and
(b) from time to time, make such further

order as may be necessary for the
purpose of enforcing a charge imposed
under this sub-section.
(3) For the purposes of sub-section (2), "assignee-"
(a) includes person to whom or in whose

favour, by the directions of the person
liable, the debt, obligation, mortgage or
charge was created, issued or trans-
ferred or the interest created;
(b) does not include an assignee for

valuable consideration (not including
consideration by way of marriage) given
in good faith and without notice of any of
the matters on the ground of which the
declaration is made.
(4) Where a business of a company is carried on

with such intent or for such purpose as is men-
tioned in sub-section (1), every person who was
knowingly a party to the carrying on of the business
in that manner commits an offence. .
(5) The provisions of this section have effect

notwithstanding that the person concerned may be
criminally liable in respect of the matters on the
ground of which the declaration is to be made.
486. Power of court to assess damages against

delinquent directors
(1) If, in the course of winding-up a company, it

appears that a person who has taken part in the
formation or promotion of the company, or a past or
present officer or liquidator of the company, has
misapplied or retained or become liable or
accountable for any money or property of the

company or has committed a misfeasance or
breach of trust in relation to the company, the
court may, on the application of the Official
Receiver or of the liquidator, or of a creditor or
contributory, examine into the conduct of the
promoter, liquidator or officer, and compel him or
her to-
(a) repay or restore the money or property or

any part thereof respectively with interest
at such rate as the court thinks just; or
(b) contribute such sum to the assets of the

company by way of compensation in
respect of the misapplication, retainer,
misfeasance or breach of trust as the court
thinks just.
(2) The provisions of this section have effect

notwithstanding that the offence is one for which the
offender may be criminally liable.
487. Prosecution of delinquent officers and

members of a company
(1) If it appears to the court, in the course of a

winding up by the court, that a past or present
officer, or a member, of the company has comm-
itted an offence in relation to the company for which
he or she is criminally liable, the court may, either
on the application of a person interested in the
winding up, or on its own motion, direct the
liquidator to refer the matter to the Director of Public
Prosecutions.
(2) If it appears to the liquidator, in the course of a

voluntary winding up, that a past or present officer,
or a member, of a company has committed an
offence in relation to the company for which he or
she is criminally liable, he or she shall forthwith
report the matter to the Director of Public
Prosecutions, and
(a) furnish to the him or her such

information; and
(b) give to him or her such access to and

facilities for inspecting and taking copies
of any documents,
being information or documents in the possession

or under the control of the liquidator and relating to
the matter in question, as the Director may require.
(3) If it appears to the court, in the course of a

voluntary winding up, that-
(a) a past, or present officer, or a member, of

the company has committed an offence in
relation to company for which he or she is
criminally liable; and
(b) no report with respect to the matter has

been made by the liquidator to the
Director of Public Prosecutions under
sub-section (2),
the court may, on the application of a person

interested in the winding up, or of its own motion,
direct the liquidator to make such a report, and on a
report being made accordingly the provisions of this
section have effect as though the report had been
made in pursuance of that sub-section.
(4) Where a matter is reported or referred to the

Director of Public Prosecutions under this section
which he or she considers to be a case in which a
prosecution ought to be instituted, the liquidator and
every officer and agent of the company past and
present (other than the defendant in the
proceedings) shall give the Director of Public
Prosecutions all assistance in connection with the
prosecution, which the liquidator, officer or agent is
reasonably able to give.
(5) For the purpose of sub-section (4), "agent", in

relation to a company, includes a banker or legal
practitioner of the company and a person employed
by the company as auditor, whether that person is

or is not an officer of the company.
(6) If a person fails or neglects to give assistance in

the manner required by sub-section (4), the court-
(a) may, on the application of the Director of

Public Prosecutions, direct the person to
comply with the requirements of that sub-
section; and
(b) where the application is made with respect

to a liquidator, may, unless it appears that
the failure or neglect to comply was due to
the liquidator not having in his or her
hands sufficient assets of the company to
enable him her to do so, direct that the
costs of the application be borne by the
liquidator personally.
SUB-PART 4 - SUPPLEMENTARY PROVISIONS

AS TO WINDING UP
488. Disqualification for appointment as

liquidator
(1) A body corporate or an undercharged bankrupt

is not qualified for appointment as liquidator of a
company, whether in a winding up by the court or in
a voluntary winding up.
(2) An appointment made in contravention of sub-

section (1) is void, and a body corporate which or
an undercharged bankrupt who, acts as liquidator of
a company commits an offence.
489. Notification that a company is in liquidation
Where a company is being wound up, whether by

the court or voluntarily, every invoice, order for
goods or business letter issued by or on behalf of
the company or a liquidator of the company, or a
receiver or manager of the property of the company,
being a document on or in which the name of the
company appears, shall contain a statement that

the company is being wound up.
490. Failure to comply with section 497
If default is made in complying with section 488 of

this Act, the company and every officer of the
company and every liquidator, receiver and
manager, of the company who knowingly authorises
or permits the default, commits an offence.
491. Exemption of certain documents from

stamp duty on winding up of companies
(1) In the case of a winding up by the court, or of a

creditors' voluntary winding up, of a company,
(a) every assurance relating solely to freehold

or leasehold property, or to any mortgage,
charge or other encumbrance on, or any
estate, right or interest in, any real or
personal property, which forms part of the
assets of the company and which, after the
execution of the assurance, either at law or
in equity, is or remains part of the assets of
the company; and
(b) every power of attorney, proxy, writ, order,

certificate, affidavit, bond or other
instrument or writing, relating solely to the
property of a company which is being so
wound up or to a proceeding under the
winding up,
is exempt from duties chargeable under the Stamp

Act.
(2) In sub-section (1), "assurance" includes deed,

conveyance, assignment, transfer and surrender.
492. Books of company to be evidence
Where a company is being wound up, all the

books and papers of the company and of the
liquidators are, as between the contributories of the

company, prima facie evidence of the truth of all
matters purporting to be recorded in those books
and papers.
493. Disposal of books and papers of

companies
(1) When a company has been wound up and is

about to be dissolved, the books and papers of the
company and of the liquidators may be disposed of,
in the case of-
(a) a winding up by the court, in such manner

as the court directs;
(b) a members' voluntary winding up, in such

manner as a general meeting of the
company by ordinary resolution directs;
and
(c) a creditors' voluntary winding up, in such

manner as the committee of inspection or,
if there is no committee, as a meeting of
the creditors of the company, by resolution
directs.
(2) After five years from the dissolution of the

company, no responsibility rests on the company,
the liquidators or a person to whom the custody of
the books and papers has been committed, by
reason of a book or paper not being forthcoming to
a person claiming to be interested in it.
(3) Provision may be made by rules made under

section 511 of this Act for enabling-
(a) the court to prevent, for such period (not

exceeding five years from the dissolution
of the company) as the court thinks
proper, the destruction of the books and
papers of a company which has been
wound up; and
(b) a creditor or contributory of the company

to make representations to the court on
any action taken under paragraph (a) of

this sub-section.
(4) If a person acts in contravention of any rules

made under section 511 of this Act for the purposes
of this section or of any direction of the court under
tjos sectopm, he or she commits an offence.
494. Information as to pending liquidations
(1) Where a company is being wound up and

the winding up is not concluded within one year
after its commencement, the liquidator shall, at
such intervals as may be prescribed, until the
winding up is concluded, send to the Registrar a
statement in the prescribed form containing the
prescribed particulars with respect to the
proceedings in the winding up and the position of
the liquidator.
(2) A person stating himself or herself in writing to

be a creditor or contributory of the company is
entitled, by himself or herself or by his or her agent,
at all reasonable times, on payment of the
prescribed fee, to inspect the statement, and to
receive a copy or extract of the statement sent to
the Registrar under sub-section (1).
(3) A liquidator who fails to comply with this section,

commits an offence and a person untruthfully
stating himself or herself as provided in sub-section
(2) to be a creditor or contributory commits the
offence of contempt of court, and is, on the
application of the liquidator or of the Official
Receiver, punishable accordingly.
495. Unclaimed assets
(1) If it appears from a statement sent to the

Registrar under section 502 of this Act or otherwise
that a liquidator has, in his or her hands, or under
his or her control, any money-
(a) representing unclaimed or undistributed

assets of the company which have
remained unclaimed or undistributed for
six months after the date of their receipt;

or
(b) held by the company in trust in respect of

dividends or other sums due to a person
as a member of the company,
the liquidator shall forthwith pay that money into

court, and is entitled to the prescribed certificate of
receipt for the money so paid, and that certificate of
receipt is an effectual discharge to him or her in
respect of the payment.
(2) A person claiming to be entitled to any money
paid into court in pursuance of this section may
apply to the court for payment of the money, and
the court may, on a certificate by the liquidator that
the person claiming is entitled, make an order for
the payment to that person of the sum due.
SUB-PART 5 - SUPPLEMENTARY POWERS OF COURT
496. Meetings to ascertain wishes of creditors

or contributories
The court may-
(a) as to all matters relating to the winding

up of a company, have regard to the
wishes of the creditors or contributories
of the company, as proved to it by any
sufficient evidence; and
(b) if it thinks fit, for the purpose of

ascertaining those wishes, direct
meetings of the creditors or
contributories to be called, held and
conducted in such manner as the court
directs, and may appoint a person to act
as chairperson of the meeting and to
report the result of the meeting to the
court.
497. Affidavits
(1) An affidavit required to be sworn under the

provisions or for the purposes of this Chapter may
be sworn in The Gambia or elsewhere before a

court, judge, magistrate, or person lawfully
authorised to take and receive affidavits.
(2) Every court, judge, magistrate, justice of the

peace, commissioner and person acting judicially
shall take judicial notice of the seal, stamp or
signature, as the case may be, of the court, judge,
magistrate or person attached, appended, or
subscribed to an affidavit, or to any other document
to beused for the purposes of this Chapter.
SUB-PART 6 - PROVISIONS AS TO DISSOLUTION
498. Power of court to declare dissolution of

company void
(1) Where a company has been dissolved,

otherwise than pursuant to section 507 of this Act,
the court may, at any time within two years of the
date of the dissolution, on an application being
made for the purpose by-
(a) the liquidator of the company; or
(b) any other person who appears to the court

to be interested,
make an order, on such terms as the court thinks fit,

declaring the dissolution to have been void, and
thereupon such proceedings may be taken as might
have been taken if the company had not been
dissolved. .
(2) The person on whose application an order is

made shall, within seven days after the making of
the order, or such further time as the court allows,
lodge with the Registrar a copy of the court order,
and if that person fails so to do he or she commits
an offence.
499. Registrar may strike defunct company off

register
(1) Where the Registrar has reasonable cause to

believe that a company is not carrying on business
or in operation, he or she may send to the company

by post a letter inquiring whether the company is
carrying on business or in operation.
(2) If the Registrar does not, within one month of

sending the letter, receive an answer to his or her
letter he or she shall within fourteen days after the
expiration of the month, send to the company by
post a registered letter-
(a) referring to the first letter; and
(b) stating that-
(i) no answer has been received to that

letter, and
(ii) if an answer is not received to the

second letter within one month from
the date of the letter,
a notice will be published in the Gazette with a view

to striking the name of the company off the register.
(a) receives an answer to the effect that the

company is not carrying on business or in
operation; or
(b) does not within one month after sending

the second letter receive any answer,
he or she may publish in the Gazette, and send to

the company by post, a notice that at the expiration
of three months from the date of that, notice, the
name of the company mentioned in the notice will,
unless cause is shown to the contrary, be struck off
the register and the company will be dissolved.
(4) If, in any case where a company is being wound

up, the Registrar has reasonable cause to believe
that no liquidator is acting, or that the affairs of the
company are fully wound up, and the returns
required to be made by the liquidator have not been
made for a period of six consecutive months, the
Registrar shall publish in the Gazette and send to

the company or the liquidator a like notice as is
provided in sub-section (3).
(5) At the expiration of the time mentioned in the

notice, the Registrar may, unless cause to the
contrary is previously shown by the company, strike
the company’s name off the register, and shall
publish notice of the striking off in the Gazette.
(6) On the publication of the notice under sub-

section (5), the company shall be dissolved, but-
(a) the liability of every director, officer, and

member of the company continues and
may be enforced as if the company had not
been dissolved; and
(b) nothing in this section affects the power of

the court to wind up a company, the name
of which has been struck off the register.
(7) A company or member or creditor who is

aggrieved by the striking off the register of the
company under this section may apply to the court
at any time before the expiration of twenty years
from the publication of the notice under sub-section
(5), for an order restoring the company to the
register.
(8) On an application under sub-section (7), the

court may if satisfied that, at the time of the striking
off, the company was carrying on business or was
in operation, or that otherwise it is just to restore it
to the register, order the name of the company to be
restored to the register.
(9) A order under sub-section (8) may include-
(a) any directions the court thinks fit; and
(b) a provision may for placing the company

and all other persons in the same position,
as nearly as may be, as if the name of the
company had not been struck off the
register,
and on delivery of an office copy to the Registrar

for registration, the order shall have effect according
to its tenor, and may be registered accordingly.
(10) A notice to be sent under this section to a

liquidator may be addressed to the liquidator at his
or her last known place of business, and a letter or
notice to be sent under this section to a company
may be-
(a) addressed to the company at its

registered office, or, if no office has been
registered, to the care of some director or
other officer of the company; or
(b) if there is no director or other officer of the

company whose name and address are
known to the Registrar, sent to each of
the persons who subscribed the articles of
association, addressed to him or her at
the address mentioned in the articles.
500. Outstanding assets of defunct company to

vest in official receiver
(1) Where, after a company has been dissolved,

there remains any outstanding property, real or
personal, including things in action and whether
within or outside The Gambia-
(a) which was vested in the company or to

which it was entitled; or
(b) over which it had a disposing power at

the time it was dissolved; and
(c) has not been realised or otherwise

disposed of or dealt with by the company
or its liquidator,
the property shall, for the purpose of this section

and notwithstanding any enactment or rule of law to
the contrary, be and become vested in the Official
Receiver for all the estate and interest therein, legal
or equitable, of the company or its liquidator at the
date the company was dissolved, together with all

claims, rights and remedies which the company or
its liquidator then had in respect the property.
(2) Where, under this Act, a claim, right or remedy

of the liquidator may be made, exercised or availed
of only with the approval or concurrence of the court
or some other person, the Official Receiver may, for
the purposes of this section, make, exercise or avail
himself or herself of that claim, right or remedy
without the approval or concurrence.
(3) Subject to sub-section (4), property vested in

the Official Receiver by operation of this section is
liable and subject to all charges, claims and
liabilities imposed thereon or affecting the property
by reason of a statutory provision as to rates, taxes,
charges or any other matter or thing to which the
property would have been liable or subject had the
property continued in the possession, ownership or
occupation of the company.
(4) There shall not be imposed on the Official

Receiver, or the State, any duty, obligation or
liability to do or suffer any act or thing required by a
statutory provision to be done or suffered by the
owner or occupier, other than the satisfaction or
payment of charges, claims, or liabilities out of the
assets of the company so far as they are, in the
opinion of the Official Receiver, properly available
and applicable to the payment.
501. Disposal of property and application of

moneys
(1) On proof to the satisfaction of the Official

Receiver that there is vested in the Official
Receiver, by operation of section 500 of this Act or
in accordance with the provisions similar to the
provisions of section 509 of this Act, any estate or
interest in property, whether solely or together with
any other person, of a beneficial nature and not
merely held in trust, the Official Receiver may get
in, sell or otherwise dispose of or deal with the
estate or interest or any part of it as he or she sees
fit.
(2) The Official Receiver may sell or otherwise

dispose of or deal with any property solely or in
concurrence with any other person in such manner
for such consideration, by public auction, public
tender or private contract on such terms and
conditions as the Official Receiver thinks fit, with
power to rescind any contract and resell or
otherwise dispose of or deal with the property as he
or she thinks expedient, and may make, execute
and give such contracts, instruments and
documents as he or she thinks necessary.
(3) The Official Receiver shall be remunerated by

such commission, whether by way of percentage or
otherwise, as is prescribed in respect of the
exercise of the powers the conferred by section (1)
of this section.
(4) The moneys received by the Official Receiver in

the exercise of any of the powers conferred on him
or her by this section shall be applied in defraying
all costs, expenses, commission and fees incidental
thereto, and thereafter to any payment authorised
by section 508 or this section and the surplus, if
any, shall be-
(a) paid into such account as may be

prescribed; and
(b) subject to the rules made under section

511, be dealt with according to orders of
the court.
(5) Any claim, suit, or action for or in respect of any

moneys paid into the prescribed account shall be
presented, made, or instituted within twenty years
next after the dissolution of the company, after the
expiration of which period of time all moneys then or
at any time thereafter standing to the credit of the
prescribed account shall, if there be no such claim,
suit, or action pending, or any order of the court to
the contrary, be paid into the Consolidated Fund.
502. Penalty for offences committed under this

Part
A person who commits an offence under the

provisions of this Part is liable on conviction to a
fine not exceeding fifty thousand dalasis or to a
term of imprisonment not exceeding five years, or
both the fine and imprisonment.
SUB-PART 7 - RULES
503. Rules of court for winding up of

companies, etc
The Chief Justice may make Rules of Court for
carrying into effect the objects of this Act so far as
they relate to the winding-up of companies or
generally in respect of other applicants to a court
under this Act.
PART VIII - WINDING UP OF UNREGISTERED

COMPANIES
504. Unregistered company
(1) For the purposes of this Part, "unregistered

company" includes-
(a) a foreign company;
(b) any partnership, whether limited or not, or

association consisting of more than seven
members; or
(c) a body corporate not incorporated or

continued under this Act, and any
unincorporated body.
(2) An unregistered company under sub-section (1)

does not include-
(a) a company incorporated or continued

under this Act; or
(b) any society or association established

under an enactment and designated by
the Minister by order published in the
Gazette.
(3) The provisions of this Part are in addition to and

not in restriction of any provision contained in this
Act with respect to the winding up of companies by
the court, and the court or liquidator may exercise
any powers or do any act in the case of
unregistered companies which he or she may
exercise or do, as the case may be, in the winding
up of companies.
(4) The Minister may make an order for the

purposes of paragraph (b) of sub-section (2).
505. Winding up of unregistered companies
(1) Subject to this Part, an unregistered company

may be wound up under this Chapter, which
Chapter shall apply to an unregistered company,
subject to the following-
(a) the principal place of business of an

unregistered company in The Gambia is
for all the purposes of the winding-up the
registered office of the unregistered
company;
(b) an unregistered company shall not be

wound up voluntarily;
(c) an unregistered company may be wound

up if-
(i) it is dissolved or has ceased to have

a place of business in The Gambia or
has a place of business only for the
purpose of winding up its affairs or
has ceased to carryon business,
(ii) it is unable to pay its debts,
(iii) if the court is of the opinion that it is

just and equitable that the company
should be wound up, or
(iv) it is an foreign company, in a case

as is referred to in paragraph (d) of
(2) An unregistered company is deemed to be

unable to pay its debts if-
(a) a creditor to whom the unregistered

company is indebted in a sum exceeding
five thousand dalasis then due has
served-
(i) on the unregistered company, by

leaving at its principal place of
business or by delivering to the
secretary or some director,
manager or principal officer of the
unregistered company,
(ii) on a person authorised by an foreign

company to accept service of
process, or
(iii) in such manner as the court

approves or directs,
a written demand requiring the

unregistered company to pay the sum so
due and the company has for three
weeks after the service of the demand
neglected to pay the sum or to secure or
compound for it to the satisfaction of the
creditor;
(b) any action or other proceeding has been

instituted against a member of the
unregistered company for debt or
demand due or claimed to be due from
the unregistered company or from him or
her in his or her capacity as a member,
and, notice in writing of the institution of
the action or proceeding having been
served-
(i) on the unregistered company by

leaving it at its principal of business
or by delivering it to the secretary or

some director, manager or principal
officer of the company,
(ii) on a person authorised by an foreign

company to accept service of
process, or
(iii) it in such manner as the court

approves or directs,
the unregistered company has not within

three weeks after service of the notice
paid, secured or compounded for the
debt or demand or procured the action or
proceeding to be stayed or indemnified
the defendant to his or her reasonable
satisfaction against the action or
proceeding and against all costs,
damages and expenses to be incurred
by him or her by reason thereof;
(c) execution or other process issued on a

judgment, decree or order obtained in
any court in favour of a creditor against
the unregistered company or a member
thereof as such or a person authorised to
be sued as nominal defendant on behalf
of the company is returned unsatisfied;
(d) it is proved to the satisfaction of the court

that the value of the unregistered
company's assets is less than the amount
of its liabilities, taking into account its
contingent and prospective liabilities; or
(e) it is otherwise proved to the satisfaction

of the court that the unregistered
company is unable to pay its debts as
they fall due.
(3) A company incorporated outside The Gambia

may be wound up as an unregistered company
under this Chapter notwithstanding that it is being
wound up or has been dissolved or had otherwise
ceased to exist as a company under or by virtue of
the laws of the place under which it was

incorporated.
(4) The money sum for the time being specified in

sub-section (2) is subject to increase or reduction
by regulations made under section of this Act, but
no increase in the sum so specified affects any
case in which the winding up petition was presented
before the coming into force of the increase.
506. Contributories in winding up of

unregistered company
(1) On an unregistered company being wound up, a

person-
(a) who is liable to pay or contribute to the

payment of-
(i) a debt or liability of the company,
(ii) a sum for the adjustment of the

rights of the members among
themselves, or
(iii) the costs and expenses of winding

up, or
(b) where the company has been dissolved

in the place in which it is formed or
incorporated, who immediately before the
dissolution was so liable,
is deemed to be a contributory and liable to

contribute to the assets of the company all sums
due from him or her in respect of the liabilities
specified in this sub-section.
(2) On the death or bankruptcy of a contributory the

provisions of this Act with respect to the personal
representatives of deceased contributories and the
trustees of bankrupt contributories, respectively,
apply.
507. Power of court to stay or rest-rain

proceedings
(1) The provisions of this Act with respect to staying

and restraining actions and proceedings against a
company at any time after the presentation of a
petition for winding up and before the making of a
winding up order shall, in the case of an
unregistered company where the application to stay
or restrain is by a creditor, extend to actions and
proceedings against a contributory of the
unregistered company.
(2) Where an order has been made for winding up

an unregistered company, no action or proceeding
shall be proceeded with or commenced against a
contributory of the company in respect of a debt of
the unregistered company except by leave of the
court and subject to such terms as the court
imposes.
508. Outstanding assets of defunct

unregistered company
(1) Where an unregistered company has been

dissolved and there remains in The Gambia an
outstanding property-
(a) which was vested in the company;
(b) to which it was entitled; or
(c) over which it had a disposing power at

the time it was dissolved,
but which was not got in, realised, or otherwise

disposed of or dealt with, by the company or its
liquidator before the dissolution, the property shall,
by the operation of this section become vested for
all the estate and interest therein, legal or equitable,
of the company or its liquidator at the date the
company was dissolved, in such person as is
entitled thereto according to the law of the place of
incorporation or origin of the company.
(2) Where the place of origin of an unregistered

company is The Gambia, the provisions of sections

495 and 496 apply with such adaptations as may be
necessary in respect of that company.
PART VII - MISCELLANEOUS
509. Effect of earlier references
(1) A reference in a corporate instrument of a body

corporate to the former Act or a procedure under
the former Act, in relation to a company under
former Act which is to be continued under this Act,
is, to be construed as a reference to the provisions
of this Act or a under this Act procedure.
(2) When there is no equivalent provision in this Act

to the provision or procedure in or under the former
Act referred to in the corporate instrument of a body
corporate, the provision or proceeding of the former
Act is to be applied, and stands unrepeated to the
extent necessary to give effect to that reference in
the corporate instrument.
CHAPTER X - DEALING IN COMPANY

SECURITY
PART I - PROSPECTUS
510. Definitions
In this Part-
"issue" includes circulate or distribute;

"notice" includes circular or advertisement;
"prospectus" includes, in relation to a
company, any notice, or other document that-
(a) invites applications from the public, or

invites offers from the public, to
subscribe for or purchase, or
(b) offers to the public for subscription or

purchase, directly or through other
persons,
any shares or debentures of the company

or any units of any shares or debentures of
the company.
511. Application of Part X
This Part applies whether any shares or debentures

of a company are offered to the public on, or with
reference to, the promotion of a company or, at any
time, after the company has come into existence.
SUB-PART 2 - PROSPECTUS REQUIREMENTS
512. Prohibition against public issue of shares

and debentures
(1) Subject to sub-section (2), a person shall not

issue any form of application for shares or
debentures unless-
(a) a prospectus, as required by this Part,

has been registered with the Registrar;
and
(b) a copy of the prospectus is issued with

the form of application or the form
specifies a place in The Gambia where a
copy of the prospectus can be obtained.
(2) Sub-section (1) does not apply if the form of

application referred to in that sub-section is issued
in connection with shares or debentures that are not
offered to the public or intended for the public.
513. Contents of prospectus
The following requirements apply to a prospectus-
(a) the prospectus shall be dated and that

date, unless there is proof to the contrary,
is to be taken as the date of issue of the
prospectus;
(b) one copy of the prospectus shall be lodged

with the Registrar, and the prospectus

shall-
(i) set out that a copy of the prospectus

has been so lodged, and
(ii) immediately state thereafter that the

Registrar takes no responsibility as to
the validity or veracity of its contents;
(c) the prospectus shall contain a statement

that no shares or debentures are to be
allotted on the basis of the prospectus later
than three months after the date of issue of
the prospectus;
(d) the prospectus shall, if it contains a

statement by an expert made or contained
in what purports to be a copy of or extract
from a report, memorandum or valuation, of
an expert, state the date on which the
statement, report, memorandum or
valuation was made, and whether or not it
was prepared by the expert for
incorporation in the prospectus;
(e) the prospectus shall disclose any commi-

ssion payable by virtue of section 110 of
this Act; and
(f) the prospectus shall contain such other

matters as may be prescribed.
514. Professional names
A prospectus shall not contain the name of a

person-
(a) as a trustee for holders of debentures;
(b) as an auditor, a banker, a legal practitioner

or a stockbroker of the company or
proposed company; or
(c) for or in relation to the issue or proposed

issue of shares or debentures,
unless that person has consented in writing, before

the issue of the prospectus, to act in that capacity in
relation to the prospectus and a copy of the
consent, verified as prescribed in this Act, has been
lodged with the Registrar.
515. No waivers
A condition is void that purports to-
(a) require or bind an applicant for shares or

debentures of a company to waive
compliance with any requirement of this
Part; or
(b) affect the applicant with notice of any

contract, document or matter not
specifically referred to in the prospectus.
516. Certain notice required
(1) Subject to this section, a person shall not issue

a notice that-
(a) offers, for subscription or purchase, shares

or debentures of a company, or invites
subscriptions for, or purchase of, any
shares or debentures;
(b) calls attention to-
(i) an offer, or intended offer, for sub-

subscription or purchase, of shares or
debentures of a company,
(ii) an invitation, or intended invitation, to

subscribe for, or purchase, any such
shares or debentures, or
(iii) a prospectus.
(2) This section does not apply to-
(a) a notice that relates to an offer or

invitation not made or issued to the
public, directly or indirectly;
(b) a registered prospectus within the

meaning of this Part; or
(c) a notice that-
(i) calls attention to a registered

prospectus,
(ii) states that allotments of, or

contracts with respect to, the
shares or debentures will be made
only on the basis of one of the
forms of applications referred to in,
and attached to, a copy of the
prospectus,
(iii) contains no other information

except that permitted pursuant to
sub-section (3) of this section,
(iv) accompanies a notice referred to

in sub-paragraphs (i) to (iii) of this
paragraph or would, but for the
inclusion therein of a statement
referred to in sub-paragraph (vi) or
(vii) of this paragraph, be a notice
so referred to,
(v) is issued by a person whose

ordinary business is or includes
advising clients in connection with
their investments and is issued
only to clients so advised in the
course of that business
(vi) contains a statement that the

investment to which it or the
accompanying document relates is
recommended by that person, and
(vii) if the person is an under-writer or

sub-underwriter of an issue of
shares or debentures to which the
notice or accompanying document
relates, contains a statement that

the person making the
recommendation is interested in
the success of the issue as an
underwriter or sub underwriter, as
the case may be.
(3) All or any of the following information is

permitted for the purposes of sub-paragraph (iii) of
paragraph (c) of sub-section (2) -
(a) the number and description of the shares

or debentures of the company to which the
prospectus relates;
(b) the name of the company, the date of its

incorporation and the number of the
company's issued shares and the amount
paid on its issued shares;
(c) the general nature of the company's main

business, or its proposed main business;
(d) the names, addresses and occupations of

the directors of the company;
(e) the names and addresses of the brokers

or underwriters to the issue of shares or
debentures, or both, and, if the prospectus
relates to debentures, the name and
address of the trustee for the debenture
holders;
(f) the name of any stock or securities

exchange of which the brokers or
underwriters to the issue are members;
(g) the particulars of the period during which

the offer is effective;
(h) the particulars of the time and place at

which copies of the registered prospectus
and form of application for the shares or
debentures to which it relates can be
obtained.
(4) This section applies to a notice issued in The

Gambia by newspaper, or by radio or television
broadcasting, or by cinematograph or any other
means.
517. Responsibility for certificate
(1) Where a person issues a notice in contravention

of section 516 of this Act and, before doing so,
obtains a certificate that-
(a) is signed by two directors of the company

or two proposed directors of the proposed
company to which, or to the shares or
debentures of which, the notice relates;
(b) specifies the names of those directors and

of that company or of those proposed
directors of that proposed company; and
(c) is to the effect that, by the operation of

sub-section (2) of section 516 of this Act,
this section does not apply to the notice,
each person who signed the certificate is deemed to

have issued the notice and the person who
obtained the certificate is deemed not to have done
so.
(2) A person who has obtained a certificate

referred to in sub-section (1) shall deliver the
certificate to the Registrar on being required to do
so by the Registrar.
518. Evidence
In proceedings for a contravention of section 516 or

517 of this Act, a certificate that purports to be a,
certificate under section 517 is prima facie proof
that-
(a) at the time the certificate was given,

the persons named in the certificate
were directors of the company so
named, or proposed directors of the

proposed company so named, as the
case may be;
(b) the signatures in the certificate

purporting to be the signatures of
those persons are their signatures;
and
(c) publication of the notice to which the

certificate relates was authorised by
those persons.
SUB-PART 2 - REGISTRATION OF PROSPECTUS

AND LIABILITY FOR CLAIMS
519. Registration of prospectus
(1) A person shall not issue a prospectus unless a

copy of the prospectus has first been registered by
the Registrar and the prospectus states on its
face the fact of the registration and the date on
which it was affected.
(2) The Registrar shall not register a copy of a

prospectus unless-
(a) a copy of the prospectus is lodged with

the Registrar on or before the date of its
issue, and it is signed by every director
and by every person who is named in
the prospectus as a proposed director
of the company, or by his or her agent
authorised in writing;
(b) the prospectus appears to comply with

the requirements of this Act;
(c) there are lodged with the Registrar

copies of any consent required by
section 529 of this Act to the issue of
the prospectus and of all material
contracts referred to in the prospectus,
or, in the case of a contract that is not
reduced to writing, a memorandum
giving full particulars of the contract;

and
(d) the Registrar is of the opinion that the

prospectus does not contain a
statement or matter that is misleading in
the form or context in which it is
included.
(a) refuses to register a prospectus, he or

she shall give notice of that fact to the
person who lodged the prospectus, and
give in the notice the reason for his or her
refusal; and
(b) registers a prospectus, he or she shall

give notice of that fact to the person who
lodged the prospectus, and give in the
notice the date on which the registration
was effected,
(4) A person who lodges a prospectus with the

Registrar may, within thirty days after he or she is
notified of a refusal to register pursuant to sub-
section (3), require in writing that the Registrar refer
the matter to the court and the Registrar shall then
refer the matter to the court for its determination.
(5) Where a refusal to register is referred to the

court under sub-section (4), the court may, after
hearing the person who lodged the prospectus, and,
if the court so wishes-
(a) order the Registrar to register the prospectus;

or
(b) uphold the decision of the Registrar to

refuse registration.
(6) On the hearing under sub-section (5), a party

may be heard in person or by a legal practitioner.
520. Prospectus presumed
(1) When a company allots or agrees to allot to a

person shares or debentures of the company with a
view to all or any of those shares or debentures
being offered for sale to the public, the documents
by which the offer of sale to the public is made is for
all purposes deemed to be a prospectus issued by
the company.
(2) With respect to sub-section (1), every enactment

and rules of law as to the contents of prospectuses
or otherwise relating to prospectuses shall apply
and have effect accordingly, as if-
(a) the shares or debentures had been

offered to the public; and
(b) the persons accepting the offer in respect

of the shares or debentures were
subscribers for them, but without
affecting the liability of the person by
whom the offer is made, in respect of
statements or non-disclosures in the
document or otherwise.
(3) For the purposes of this Act, and unless the

contrary is shown, it is proof that an allotment of, or
an agreement to allot, shares or debentures of a
company was made with a view to the shares or
debentures being offered for sale to the public, if-
(a) the offer for sale of the shares or

debentures, or of any of them, to the
public was made within six months
after the allotment or agreement to
allot; or
(b) at the date when the offer was made,

the whole consideration to be
received by the company in respect of
the shares or debentures had not
been so received.
(4) The requirements of this Part as to the

prospectuses are to have effect as though the
persons making an offer to which this section

relates were persons named in a prospectus as
directors of a company.
(5) In addition to complying with the other

requirements of this Part, the document making the
offer shall set out-
(a) the net amount of the consideration

received, or to be received, by the
company in respect of the shares or
debentures to which the offer relates;
and
(b) the place and time at which the contract

under which the shares or
debentures have been or are to be
allotted can be inspected.
(6) Where an offer to which this section relates is

made by a company or firm, it is sufficient if the
document making the offer is signed on behalf of
the company, or not less than half the members of
the firm, as the case may be, and a director or,
member may sign by his or her agent authorised in
writing to do so.
521. Expert's consent
(1) A prospectus that invites subscription for, or the

purchase of shares or debentures of a company,
and that includes a statement purporting to be
made by an expert shall not be issued unless-
(a) the expert has given, and has not before

delivery of a copy of the prospectus for
registration, withdrawn his or her written
consent to the inclusion of the statement in
the form and context in which it is included
in the prospectus; and
(b) there appears in the prospectus a state-

ment that the expert has given and has not
withdrawn his or her consent.
(2) A person is not to be deemed to have authorised

or caused the issue of a prospectus by reason only

of his or her having given the consent required by
this Part to the inclusion in the prospectus of a
statement purporting to be made by him or her as
an expert.
522. Liability on prospectus
(1) Subject to this section, the person designated

subjection (2) is, for any loss or damage sustained
by other persons who, on the faith of a prospectus,
subscribe for, or purchase any shares or
debentures, liable for any loss or damage sustained
by those other persons by reason of any untrue
statement in the prospectus, or by reason of the
wilful nondisclosure in the prospectus of any
matter of which the designated person had
knowledge and that he or she knew to be material.
(2) Sub-section (1) refers to a person who –
(a) is a director of the company at the time of

the issue of the prospectus;
(b) authorised or caused himself or herself to

be named, and is named, in the pro-spectus
as a director or as having agreed to
become a director, either immediately or
after an interval of time;
(c) an incorporator of the company; or
(d) authorised or caused the issue of the

prospectus.
(3) Notwithstanding sub-section (1) -
(a) where the consent of an expert is required to

the issue of a prospectus and the expert has
given that consent, he or she is not, by
reason only of the consent, liable as a
person who has authorised or caused the
issue of the prospectus except in respect of
an untrue statement purporting to be made
by him or her as an expert; and
(b) the inclusion in the prospectus of a name of

a person as a trustee for debenture holders,
or as an auditor, a banker, legal practitioner,
transfer agent or stockbroker may not, for
that reason alone, be taken as an
authorisation by him or her of the issue of
the prospectus.
(4) A person who -
(a) having consented to become a director of

the company, withdrew his or her consent
before the issue of the prospectus and the
prospectus was issued without his or her
authority or consent;
(b) when the prospectus was issued without his

or her knowledge or consent, gave
reasonable public notice of that fact forthwith
after he or she became aware of its issue;
(c) after the issue of the prospectus and before

allotment or sale under it, became aware of
an untrue statement in it and withdrew his or
her consent, and gave reasonable public
notice of the withdrawal of his or her consent
and the reasons for it; or
(d) as regards every untrue statement not

purporting to be made on the authority of an
expert or of a public official document or
statement, had reasonable ground to believe
and did, up to the time of the allotment or
sale of the shares or debentures, believe
that the statement was true,
is not liable under sub-section (1).
(5) A person is not liable under sub-section (1) if,

as regards every untrue statement, purporting to be
a statement made by -
(a) an expert or to be based on a statement

made by an expert, it fairly represented the
statement, or was a correct and fair copy of,
or extract from, the report of valuation and
that person –
(i) had reasonable ground to believe and

did, up to the time of the issue of the
prospectus, believe that the expert
making the statement was
competent to make it, and
(ii) had given his or her consent as

required under section 529 of this Act
to the issue of the prospectus and had
not withdrawn that consent before
delivery of a copy of the pros-pectus for
registration, and the expert, to that
person's knowledge, withdrawn that
consent before allotment or sale under
the prospectus; or
(b) an official person or contained in what

purports to be a copy of, or extract from, a
public official document, it was a correct and
fair representation of the statement or copy
of, or extract from, the document.
(6) Sub-sections (4) and (5) do not apply in the case

of a person liable, by reason of his or her having
given a consent required of him or her by section
521 of this Act, as a person who has authorised or
caused the issue of the prospectus in respect of an
untrue statement purporting to have been made by
him or her as an expert.
(7) A person who, apart from this sub-section,

would be liable under sub-section (1) of this section,
by reason of his or her having given a consent
required of him or her by section 521 of this Act as
a person who has authorised or caused the issue of
a prospectus in respect of an untrue statement
purporting to be made by him or her as an expert, is
not liable, if -
(a) having given his or her consent under that

section to the issue of the prospectus, he or
she withdrew his or her consent in writing
before a copy of the prospectus was lodged

with the Registrar;
(b) after a copy of the prospectus was lodged

with the Registrar and before allotment or
sale under the prospectus, he or she, on
becoming aware of the untrue statement,
withdrew his or her consent in writing and
gave reasonable public notice of the
withdrawal and of the reasons for the
withdrawal; or
(c) he or she was competent to make the

statement and had reasonable ground to
believe, and did, up to the time of the
allotment or sale of the shares or
debentures, believe that the statement was
true.
(8) When-
(a) a prospectus contains the name of a person

as a director of the company, or as having
agreed to become a director, and he or she
has not consented to become a director, or
has withdrawn his or her consent before the
issue of the prospectus and has not
authorised or consented to its issue; or
(b) the consent of a person is required under

section 521 of this Act to the issue of a
prospectus and he or she either has not
given the consent or has withdrawn it before
the issue of the prospectus,
a person who authorised or caused the issue of the

prospectus and the directors of the company, other
than those directors without whose know-ledge or
consent the prospectus was issued, are liable to
indemnify the person so named, or whose consent
was so required, against all damages, costs and
expenses to which he or she might be liable by
reason of his or her name having been inserted in
the prospectus, or of the inclusion of a statement
purporting to be made by him or her as an expert,
or in defending himself or herself against any action

or legal proceedings brought against him or her in
respect thereof.
SUB-PART 4 - SUBSCRIPTION LIST AND MINIMUM

SUBSCRIPTION
523. Subscription lists
(1) An allotment shall not be made of any shares or

debentures of a company in pursuance of a
prospectus, and no proceedings shall be taken on
applications made in pursuance of a prospectus,
until the beginning of the fifth day after, that on
which the prospectus is first issued, or any such
later time as is specified in the prospectus, and the
beginning of that fifth day or specified later time is
referred to in this section as the "time of the opening
of the subscription lists".
(2) An application for shares or debentures of a

company made in pursuance of a prospectus is not
revocable until –
(a) after the expiration of the fifth day from the

time of the opening of the subscription lists;
or
(b) the giving before, the expiration of that fifth

day, by some person responsible under this
Act for the prospectus, of a public notice
having the effect of excluding or limiting the
responsibility of the person giving it.
(3) An allotment made in contravention of this

section is void.
(4) Notwithstanding sub-section (3), an allotment

void under this section does not affect an allotment
of the same shares or debentures later made to the
same applicant.
524. Minimum subscription
(1) Unless all the shares or debentures offered for

subscription by a prospectus issued to the public

are underwritten, the prospectus shall state the
minimum amount of money required to be raised by
the company by issuing the shares or debentures.
(2) An allotment shall not be made of any shares or

debentures of a company that are offered to the
public unless -
(a) the minimum subscription has been sub-

scribed; and
(b) the sum payable on application for the

shares or debentures has been received by
the company,
and, if a cheque for the sum payable has been

received by the company, the sum is deemed not to
have been received by the company until the
cheque is paid by the bank on which it is drawn.
(3) If the conditions referred to in sub-section (2)

have not been complied with on the expiration of
forty days after the first issue of the prospectus -
(a) all moneys received from the applicants for

any shares or debentures shall be forth-with
repaid to them within forty-eight days after
the issue of the prospectus; and
(b) the directors of the company are, subject to

sub-section (4), jointly and severally liable to
repay that money with interest at the rate of
six per cent per annum from the expiration
of the forty-eighth day.
(4) A director is not liable to repay moneys under

sub-section (3) if the default in any repayment of
moneys was not due to a default or negligence on
his or her part.
(5) A condition is void that purports to require or

bind an applicant for shares or debentures to waive
compliance with a requirement of this section.
(6) This section does not apply to an allotment of

shares subsequent to the first allotment of shares
offered to the public for subscription.
525. Escrow of subscription money
All application moneys and other moneys paid prior

to an allotment by an applicant on account of
shares or debentures offered to the public shall,
until the allotment of the shares or debentures-
(a) be held by the company; or
(b) in the case of an intended company, by

the persons named in the prospectus as
proposed directors and by the
incorporators,
on trust for the applicant, but there is no

obligation or duty on any bank or third person
with whom the moneys have been deposited
to inquire into, or see to the proper application
of those moneys so long as the bank, or
person acts in good faith.
SUB-PART 5 - REMEDIAL ACTIONS
526. Rescission of contract
(1) A shareholder or a debenture holder may bring,

against a company that has allotted shares or
debentures under a prospectus, an action for the
rescission of all allotments and the repayment to the
shareholders or debenture holders of the whole or
part of the issue price that has been paid in respect
of the shares or debentures, if -
(a) the prospectus contained a material state-

ment, promise or forecast that was false,
deceptive or misleading; or
(b) the prospectus did not contain a statement,

report or account required under this Act to
be contained in it.
(2) In an action brought under this section, the

plaintiff need not prove that he or she, or the person
to whom the shares or debentures he or she holds

were allotted, was in fact influenced by the
statement, promise or forecast that he or she
alleges to be false, deceptive or misleading, or by
the omission of any report, statement, or account
required to be contained in the prospectus.
(3) If judgement is given in favour of a plaintiff under

this section, the allotment of all shares or
debentures under the same prospectus, whether
allotted to the plaintiff, or the person under whom he
or she derives title, or to other persons, is void.
(4) Where the allotment of shares or debentures is

void under sub-section (3), judgement shall be
entered in favour of all the shareholders and
debenture holders for the payment by the company
to them severally of the amount paid in respect of
the shares or debentures that they respectively
hold, but if a shareholder or debenture holder at the
date judgment is so entered signifies to the
company in writing, whether before or after the
entry of judgment, that he or she waives his or her
right to rescind the allotment of shares or
debentures that he or she holds, he or she is
deemed not to be included among the share
holders and debenture holders in whose favour
judgment is entered.
(5) The operation of this section is affected by the

company being wound up or ceasing to pay its
debts as they fall due, and, in the winding up of the
company, a repayment due under sub-section (4) of
this section shall be treated as a debt of the
company payable immediately before the
repayment of the shares or debentures of the class
in question, that is in the case of a repayment in
respect of -
(a) shares, before repayment of the capital

paid up on shares of the same class, and
before any accumulated or unpaid
dividends, or any premiums in respect of
those shares, but after the payment of all
debts of the company and the satisfaction of
all claims in respect of prior ranking classes
of shares; and
(b) debentures, before the repayment of the

principal of the debentures of the same
class, and before any unpaid interest or any
premiums in respect of those debentures,
but after the payment of all debts or liabilities
of the company that this Act requires to be
paid before those debentures, and after the
satisfaction of all rights in respect of prior
ranking classes of debentures.
(6) It is a defence to an action under this section

for the company to prove that the plaintiff-
(a) was the allottee of the shares or debentures

in right of which the action was brought and
that at the time they were allotted to him or
her, he or she knew-
(i) that the statement, promise or forecast of

which he or she complains was false,
deceptive or misleading, or that he or
she knew, or
(ii) omission from the prospectus of the

matter of which he complains; or
(b) has received a dividend or payment of interest

or has voted at a meeting of shareholders or
debenture holders since he or she
discovered-
(i) that the statement, promise or forecast of

which he or she complains was false,
deceptive or misleading, or
(ii) the omission from the prospectus of the

matter of which he or she complains.
(7) An action may not be dismissed if there are

several plaintiffs, when the company proves that it
has a defence under sub-section (6) of this section
against each of them, and in any case in which the
company proves that it has a defence against the
plaintiff or all the plaintiffs, the court may, instead of
dismissing the action substitute some other
shareholder or debenture holder of the same class

as the plaintiff.
(8) If a company would have a defence under sub-

section (6) but for the fact that the allottee of the
shares or debentures in right of which the action is
brought has transferred or renounced them, the
company may bring an action against the allottee
for an indemnity against any sum that the court
orders it to pay to the plaintiff in the action.
(9) Sub-sections (6) and (8) apply also in the case

of shares and debentures of the same class as
those in right of which a plaintiff obtains and enters
judgement against the company under sub-section
(4), with the substitution -
(a) in sub-section (6), of references to the

shareholder or debenture holder, for
references to the plaintiff; and
(b) in sub-sections (6) and (8), of references to

a right for the company to have the
judgement set aside in respect of the shares
or debentures, for references to a defence to
the action.
(10) The rights conferred on shareholders and

debenture holders by this section are in substitution
for all rights to rescission and restitution in equity
and all rights to sue the company at common law
for deceit or for false statement made negligently,
and those common law and equitable rights are
hereby abolished in connection with prospectuses,
but without prejudice to claims for damages or
compensation against persons other than the
company.
(11) This section applies to shares and debentures-
(a) allotted pursuant to an underwriting con-tract

as if they had been allotted under the
prospectus; and
(b) issued under a prospectus that offers them

for subscription in consideration of the
transfer or surrender of other shares or
debentures, whether with or without the

payment of cash by or to the company, as
though the issue price of the shares or
debentures offered for subscription were the
fair value, as ascertained by the court, of the
shares or debentures to be transferred or
surrendered, plus the amount of cash to be
paid by the company.
(12) For the purposes of this section, a prospectus

contains a material statement, promise or forecast,
if the statement, promise or forecast was made in
such a manner or context, or in such
circumstances, as to be likely to influence a
reasonable man in deciding whether to invest in the
shares or debentures offered for subscription, and
a statement, report or accounting is omitted from a
prospectus if it is omitted entirely, or if it does not
contain all the information required by this Act to be
given in the statement, report or account.
(13) In this section -
"debenture holder" means a holder of any of

the debentures allotted under the
prospectus, whether as the original allottee
or a person deriving title under him or her;
and
"shareholder" means a holder of any of the

shares allotted under the prospectus, as
whether the original allottee or a person
deriving title under him or her.
527. Time limit on allotment
(1) An allotment shall not be made` on the basis of

a prospectus, or any shares or deben-tures of a
company that are offered to the public later than
three months after the issue of the prospectus.
(2) An allotment made in contravention of sub-

section (1) is void.
SUB-PART 6 - STATEMENTS IN LIEU OF PROSPECTUS
528. Restriction of allotment
A public company that does not issue a prospectus

on, or with reference to, its formation shall not allot
any of its shares or debentures unless, at least
three days, before the first allotment of either
shares or debentures there has been lodged with
the Registrar for registration a statement in lieu of
prospectus that complies with the requirements of
this Part.
529. Statements in lieu of prospectus
To comply with the requirements of this Part, a

statement in lieu of prospectus lodged by or on
behalf of a company shall -
(a) be signed by every person who is

mentioned in the statement as a director or
a proposed director of the company, or by
his or her agent authorised in writing;
(b) disclose any commission payable under

this Act; and
(c) contain such matter as may be prescribed.
530. Refusal of registration of statement in lieu

of prospectus
(1) The Registrar shall not accept for registration

any statement in lieu of prospectus unless it
appears to the Registrar that the statement
complies with the requirements of this Act.
(2) Sub-sections (3) and (6) of section 514 of this

Act apply in relation to the registration of, or refusal
to register, a statement in lieu of prospectus as they
apply in relation to the registration of, or refusal to
register, a prospectus.
PART II – AMALGAMATIONS, REORGANISATION

AND TAKEOVERS OF COMPANIES
SUB-PART 1 – AMALGAMATIONS
531. Amalgamation
Two or more companies, including holding and

subsidiary companies may amalgamate and
continue as one company.
532. Agreement for amalgamation
(1) A company proposing to amalgamate shall enter

into an agreement setting out the terms and means
of effecting the amalgamation, and in particular,
setting out -
(a) the provisions that are required to be

included in the articles;
(b) the name and address of each proposed

director of the amalgamated company;
(c) the manner in which the shares of each

amalgamating company are to be converted
into shares or debentures of the
amalgamated company;
(d) if any shares of an amalgamating com-

pany are not to be converted into shares or
debentures of the amalgamated com-pany,
the amount of money or shares or
debentures of any body corporate that the
holders of those shares are to receive
instead of shares or debentures of the
(e) the manner of payment of money instead of

the issue of fractional shares of the
amalgamated company or of any other body
corporate the shares or debentures of which
are to be received in the amalgamation;
(f) whether the bye-laws of the amalgamated

company are to be those of one of the

amalgamating companies, and, if not, a
copy of the proposed by-laws; and
(g) details of any arrangements necessary to

perfect the amalgamation and to provide for
the subsequent management and operation
of the amalgamated company.
(2) If shares of one of the amalgamating companies

are held by or on behalf of another of the
amalgamating companies, the amalgamation
agreement shall provide for the cancellation of
those shares when the amalgamation becomes
effective, without any repayment of capital in
respect of the shares, and no provision may be
made in the agreement for the conversion of those
shares into shares of the amalgamating company.
533. Approval by shareholders
(1) The directors of each amalgamating company

shall submit the amalgamation agreement for
approval to a meeting of the share-holders of the
amalgamating company of which they are directors,
and, subject to sub-section (4), to the holders of
each class or series of shares of that amalgamating
company.
(2) A notice of a meeting of shareholders shall -
(a) be sent in accordance with this Act to

each shareholder of each amalgamating
company and the notice
(b) include or be accompanied with a copy or

summary of the amalgamation agreement;
(b) state that a dissenting shareholder is

entitled to be paid the fair value of his or her
shares in accordance with section 546 of
this section,
but failure to make the statement referred to in

paragraph (c) of this sub-section does not invalidate
an amalgamation.
(3) A share of an amalgamating company carries

the right to vote in respect of an amalgamation,
whether or not the share otherwise carries the right
to vote.
(4) The holders of shares of a class or series of

shares of an amalgamating company are entitled to
vote separately as a class or series in respect of an
amalgamation when the amalgamation agreement
contains a provision that, if contained in a proposed
amendment to the articles of association, would
entitle those holders to vote as a class or series.
(5) An amalgamation agreement is adopted when

the shareholders of each amalgamating company
have approved of the amalgamation by special
resolution of each class or series of the
shareholders entitled to vote on the amalgamation.
(6) An amalgamation agreement may provide that

at any time before the issue of a certificate of
amalgamation the agreement can be terminated by
the directors of an amalgamating company,
notwithstanding approval of the agreement by the
shareholders of all or any of the amalgamating
companies.
534. Vertical short form amalgamation
A holding company and one or more of it’s wholly-

owned subsidiary companies may amalgamate and
continue as one company without complying with
sections 533 and 534 of this Act,
if -
(a) the amalgamation is approved by a

resolution of the directors of each
amalgamating company; and
(b) the resolutions provide that -
(i) the shares of each amalgamating

subsidiary company will be can-celled
without any repayment of capital in
respect of the cancellation,
(ii) the articles of amalgamation will be the

same as the articles of association of
the amalgamating holding company,
and
(iii) no shares or debentures will be issued

by the amalgamated company in
connection with the amalgamation.
535. Horizontal short-format amalgamation

Two or more wholly-owned subsidiary companies of
the same holding body corporate may amalgamate
and continue as one company without complying
with sections 541 and 542 of this Act, if -
(a) the amalgamation is approved by a

resolution of the directors of each amalga-
mating company; and
(b) the resolutions provide that -
(i) the shares of all but one of the

amalgamating subsidiary companies
will be cancelled without any repay-
ment of capital in respect of the
cancellation,
(ii) the articles of amalgamation will be the

same as the articles of association of
the amalgamating subsidiary company
whose shares are not cancelled, and
(iii) the stated capital of the amalgamating

subsidiary companies whose shares
are cancelled will be added to the
stated capital of the amalgamating
subsidiary company whose shares are
not cancelled.
536. Articles of amalgamation
(1) Subject to sub-section (6) of section 538 of this

Act, after an amalgamation has been adopted under
that section or approved under section 534 or 535
of this Act, the articles of amalgamation in the
prescribed form, shall be sent to the Registrar

together with the documents required by section 13
of this Act.
(2) There shall be attached to the articles of

amalgamation a statutory declaration of a director
or an officer of each amalgamating company that
establishes to the satisfaction of the Registrar that
there are reasonable grounds for believing that -
(a) each amalgamating company is, and

the amalgamated company will be,
able to pay its liabilities as they
become due;
(b) the realisable value of the amalga-

mated company's assets will not be
less than the aggregate of its liabilities
and stated capital of all classes; and
(c) no creditor will be prejudiced by the

amalgamation, or
(d) adequate notice has been given to all

known creditors of the amalgamating
companies, and no creditor objects to
the amalgamation otherwise than on
grounds that are frivolous or vexatious.
(3) For the purposes of sub-section (2), adequate

notice is given to creditors by a company, if -
(a) a notice in writing is sent to each known

creditor having a claim against the com-
pany that exceeds five thousand dalasis;
(b) a notice is published twice in a newspaper

published, and circulating in The Gambia
and broadcast twice through a radio
announcement; and
(c) each notice states that the company intends

to amalgamate with one or more specified
companies in accordance with this Act, and
that a creditor of the company can object to
the amalgamation within thirty days from the
date of the notice.
537. Certificate of amalgamation
(1) On receipt of articles of amalgamation, the

Registrar shall issue a certificate of amalgamation.
(2) On the date shown in a certificate of amalga-

mation-
(a) the amalgamation of the amalgamating

companies and their continuance as one
company becomes effective;
(b) the property of each amalgamating com-

pany becomes the property of the
(c) the amalgamated company becomes liable

for the obligations of each amalgamating
company;
(d) any existing cause of action, claim or liability

to prosecution is unaffected;
(e) a civil, criminal or administrative action or

proceeding pending by or against an
amalgamating company may be continued
by or against the amalgamated company;
(f) a conviction against, or ruling, order or

judgment in favour of or against, an
amalgamating company may be enforced by
or against the amalgamated company; and
(g) the articles of amalgamation are the

memorandum and articles of association of
the amalgamated company and the
certificate of amalgamation is the certificate
of incorporation of the amalgamated
company.
SUB-PART 2 - DISSENTERS' RIGHTS AND OBLIGATIONS
538. Dissent by shareholder
(1) Subject to sections 301 and 556 of this Act, a

shareholder of a class of shares of a company may

dissent if the company resolves to -
(a) amend its articles to add, change or remove

any provisions restricting the issue or
transfer of shares of that class;
(b) amend its articles to add, change or remove

any restriction on the businesses that the
company can carry on;
(c) amalgamate with another company,

otherwise than under section 542 or 543 of
this Act; or
(d) sell, lease or exchange all or substantially

all its property.
(2) Subject to sections 301 and 556 of this Act, a

shareholder of a class of shares of a company may
dissent if the company is subject to an order of the
court under section 557 of this Act permitting the
shareholders to dissent.
(3) The articles of a company that is not a public

company may provide that a shareholder of a class
or series of shares who is entitled to vote under this
Act may dissent if the company resolves to
amend its articles in a manner contrary to the
provisions of this Act.
(4) In addition to any other right shareholder has,

but subject to section 555 of this Act, a shareholder
who complies with this section is entitled, when the
action approved by the resolution from which he or
she dissents or an order made under section 557 of
this Act becomes effective, to be paid by the
company the fair value of the shares held by him or
her in respect of which he or she dissents, and the
fair value is to be determined as of the close of
business on the day before the resolution was
adopted or the order made.
(5) A dissenting shareholder shall not claim under

this section except only with respect to all the
shares of a class or series -
(a) held by him or her on behalf of anyone as

beneficial owner; and
(b) registered in the name of the dissenting

shareholder.
(6) A dissenting shareholder shall send to the

company, at or before any meeting of share-holders
of the company at which a resolution referred to in
sub-section (1) or (3) is to be voted on, a written
dissent from the resolution, unless the company did
not give notice to the of the shareholder of purpose
of the meeting and of his or her right to dissent.
(7) When a shareholder of a company has

dissented pursuant to sub-section (6), the company
shall, within ten days after the shareholders of the
company adopt the resolution, send to the
shareholder notice that the resolution has been
adopted, but the notice need not be sent to the
shareholder if he or she has voted for the resolution
or has withdrawn his or her dissent.
539. Demand for payment
(1) A dissenting shareholder shall within twenty

days after he or she receives a notice under sub-
section (7) of section 541 of this Act, or, if he or she
does not receive that notice, within twenty days
after he or she learns that a resolution under that
sub-section has been adopted, send to the
company a written notice containing -
(a) his or her name and address;
(b) the number and class or series of shares in

respect of which he or she dissents; and
(c) a demand for payment of the fair value of

the shares.
(2) A dissenting shareholder shall within thirty days

after sending a notice under sub-section (1), send
the certificates representing the shares in respect of
which he or she dissents to the company or its
transfer agent.
(3) A dissenting shareholder who fails to comply

with sub-section (2) has no right to make a claim
under this section.
(4) A company or its transfer agent shall endorse on

a share certificate received by it under sub-section
(2) a notice that the holder of the share is a
dissenting shareholder under this section and
forthwith return the share certificate to the
dissenting shareholder.
540. Suspension of rights
After sending a notice under section 539 of this

Act, a dissenting shareholder ceases to have any
right as a shareholder, other than the right to be
paid the fair value of his or her shares as
determined under this section, unless -
(a) the dissenting shareholder with-draws his or

her notice before the company makes an
offer under section 549 of this Act;
(b) the company fails to make an offer in

accordance with section 549 of this Act and
the dissenting shareholder withdraws his or
her notice; or
(c) the directors -
(i) revoke a resolution to amend the

articles of the company,
(ii) under sub-section (6) of section 536 of

this Act, terminate an amalgamation
agreement, or
(iii) abandon a sale, lease or an exchange

of property,
in which case, his or her rights as a shareholder are

re-instated as of the date the notice mentioned in
section 539 was sent.
541. Offer to pay for share
(1) A company shall, not later than seven days

after the day on which the action approved by the
resolution is effective, or the day the company
received the notice referred to in section 539 of this
Act, whichever is the later date, send to each
dissenting shareholder who has sent a notice -
(a) a written offer to pay for his or her shares in

an amount considered by the directors of the
company to be the fair value of those
shares, which shall be accompanied with a
statement showing how the fair value was
determined; or
(b) if section 555 of this Act applies, a

notification that it is unable lawfully to pay
dissenting shareholders for their shares.
(2) An offer made under sub-section (I) of this

section for shares of the same class or series shall
be on the same terms.
(3) Subject to section 555 of this Act, a company

shall pay for the shares of a dissenting shareholder
within ten days after an offer made under sub-
section (1) of this section had been accepted, but
the offer lapses if the company does not receive an
acceptance of the offer within thirty days after it has
been made.
(1) If a company fails to make an offer under sub-

section (1) of section 549 of this Act, or if a
dissenting shareholder fails to accept the offer
made by the company, the company may, within
fifty days after the action approved by the resolution
is effective, apply to the court to fix a fair value for
the shares of a dissenting shareholder.
(2) If a company fails to apply to the court in the

circumstances described in sub-section (1), a
dissenting shareholder may, within a further period
of twenty days, apply to the court to fix a fair value
for the shares of a dissenting shareholder.
543. Joined parties
On an application to the court under section 550 of

this Act -
(a) all dissenting shareholders whose shares

have not been purchased by the company
are to be joined as parties and are bound by
the decision of the court; and
(b) the company shall notify each affected

dissenting shareholder of the date, place
and consequences of the application and of
his or her right to appear and be heard in
person or by a legal practitioner.
544. Court powers
(1) Upon an application to the court under section

550 of this Act, the court may determine whether
any other person is a dissenting shareholder who
should be joined as a party, and the court shall then
fix a fair value for the shares of the dissenting
shareholders.
(2) The court may appoint one or more appraisers

to assist the court to fix a fair value for the shares of
the dissenting shareholders.
(3) The final order of the court shall be made

against the company in favour of each dissenting
shareholder of the company and for the amount of
the shares of the dissenting shareholder as fixed by
the court.
545. Interest
The court may allow a reasonable rate of interest on

the amount payable to each dissenting shareholder
from the date the action approved by the resolution
is effective until the date of payment by the
company.
546. Recourse of Dissenting shareholder
(1) If section 555 of this Act applies, the company

shall, within ten days after the making of an order
under sub-section (3) of section 552 of this Act,
notify each dissenting shareholder that it is unable
lawfully to pay dissenting shareholders for their
shares.
(2) If section 555 of this Act applies, a dissenting

shareholder may, by written notice delivered to the
company within thirty days after receiving a notice
under sub-section (1) -
(a) withdraw his or her notice of dissent, in

which case the company consents to the
withdrawal and the shareholder is re-
instated to his or her full rights as a
shareholder; or
(b) retain a status as a claimant against the

company entitled to be aided as soon as the
company is lawfully able to do so, or, in a
dissolution, to be ranked subordinate to the
rights of creditors of the company, but in
priority to the company's shareholders.
547. Prohibition of payment
A company shall not make a payment to a

dissenting shareholder under section 549 of this Act
if there are reasonable grounds for believing that -
(a) the company is or would, after the payment,

be unable to pay its liabilities as they
become due; or
(b) the realisable value of the company's

assets would thereby be less than the
aggregate of its liabilities.
SUB-PART 3 – RE-ORGANISATION AND

ARRANGEMENTS
548. Re-organisation
(1) In this section, "re-organisation" means a

change in a company effected by a court order

made -
(a) under section 301 of this Act;
(b) approving a proposal under the Insolvency

Act; or
(c) that is made under any other enactment

and that affects the rights among the
company, its shareholders and creditors.
(2) If a company is subject to an order referred to

in sub-section (1), its articles may be amended by
the order to effect any change that might lawfully be
made by an amendment.
(3) If the court makes an order referred to in sub-

section (1), the court may also-
(a) authorise the issue of debentures of the

company, whether or not convertible into
shares of a class or series, or having
attached any rights or options to acquire
shares of a class or series, and fix the terms
of the issue; and
(b) appoint directors in place of, or in addition to,

all or any of the directors then in office.
(4) After an order referred to in sub-section (1) has

been made, articles of re-organisation, in the
prescribed form, shall be sent by the company to
the Registrar, together with any other documents
required by the Registrar.
(5) On receipt of articles of re-organisation for a

company, the Registrar shall issue a certificate of
amendment.
(6) A re-organisation of a company becomes

effective on the date shown in the certificate of
amendment.
(7) A shareholder of a company is not entitled to

dissent under section 546 of this Act if an
amendment to the articles of the company is

effected under this section.
549. Arrangements
(1) In this section, "arrangement" includes -
(a) an amendment of the articles of a company;
(b) an amalgamation of two or more com-

panies;
(c) a division of the businesses carried on by a

company;
(d) a transfer of all or substantially all the

property of a company to another body
corporate in exchange for property, money
or shares or debentures of the body
corporate; and
(e) an exchange of shares or debentures held

by shareholders or debenture holders of a
company for-
(i) property, money or other shares or

debentures of the company, or
(ii) property money or shares or

debentures of another body corpo-
rate of it,
is not a take-over bid within the

meaning of this Chapter .
(f) a dissolution of a company.
(2) For the purposes of this section, a company is

insolvent when -
(a) it is unable to pay its liabilities as they

become due; or
(b) the realisable value of the assets of the

company are less than the aggregate of its
liabilities and stated capital of all classes.
(3) Where it is not practicable for a company that is

solvent to effect a fundamental change in the nature
of an arrangement under any other provision of this
Act, a company may apply to the court for an
approval of an arrangement proposed by the
company.
(4) In connection with an application under this

section, the court may make an interim or a final
order-
(a) determining the notice to be given to any

interested person or dispensing with notice
to any person other than the Registrar;
(b) requiring a company, in such manner as the

court directs, to call, hold and conduct a
meeting of shareholders or debenture
holders, or holders of options or rights to
acquire shares in the company;
(c) permitting a shareholder to dissent under

section 546 of this Act; or
(d) approving an arrangement as proposed by

the company or as amended in such manner
as the court may direct.
(5) An applicant under this section shall give the

Registrar notice of the application and the Registrar
may appear and be heard in person or by a legal
practitioner.
(6) After an order referred to in paragraph (d) of

sub-section (4) of this section has been made,
articles of arrangement in the prescribed form shall
be sent to the Registrar together with the
documents required by the Registrar.
(7) On receipt of articles of arrangement, the

Registrar shall issue a certificate of amendment.
(8) An arrangement becomes effective on the date

shown in the certificate of amendment.
SUB-PART 4 – TAKE-OVER BIDS
550. Definitions
(1) In this Part -
"dissenting offeree", where a take-over bid is made

for all the shares of a class of shares-
(a) means a shareholder of that class of share

who does not accept the take-over bid; and
(b) includes a subsequent holder of that share

who acquires it from the person mentioned
in paragraph (a) of this sub-section;
"offer" includes an invitation to make an offer;
"offeree" means a person to whom a take-over bid

is made;
"offeree” company" means a company whose

shares are the object of a take-over bid;
"offeror" means a person who makes a take-over

bid otherwise than as an agent, and includes two or
more persons who, directly or indirectly -
(a) make take-over bids jointly or in concert; or
(b) intend to exercise, jointly or in concert,

voting rights attached to shares for which a
take-over bid is made;
"share" means a share with or without voting rights,

and includes -
(a) a debenture currently convertible into a

share; and
(b) currently exercisable options and rights to

acquire a share or a convertible debenture;
and
(c) an exchange of shares or debentures held

by shareholders or debenture holders of a
company for-
(i) property, money or other shares or

debentures of the company, or
(ii) property money or shares or

debentures of another body corporate of
it,
is not a take-over bid within the meaning of this

Chapter .
"take-over bid" means an offer made by an offeror

to shareholders of an offeree company to acquire all
the shares of a class of issued shares of the offeree
company, and includes every offer by an issuer to
repurchase its own shares.
(2) An exchange of shares or debentures held by

shareholders or debenture holders of a company for
property, money or other shares or debentures of
the company, or property, money or shares or
debentures of another body corporate of it is not a
takeover bid within the meaning of this Chapter.
551. Offeror rights
If, within one hundred and twenty days after the

date of a take-over bid, the bid is accepted by the
holders of not less than ninety per cent of the
shares of a class of shares to which the take-over
bid relates, other than shares held at the date of the
take-over bid by or on behalf of the offeror or an
affiliate or associate of the offeror, the offeror may,
on complying with this Part acquire the shares held
by the dissenting offerees.
552. Notice to dissenting shareholders
An offeror may acquire shares held by a dissenting

offeree by sending, by registered post, within sixty
after the date of termination of the take-over bid,
and in any event within one hundred and eighty
days after the date of the take-over bid, an offeror's

notice to each dissenting offeree and to the
Registrar stating that-
(a) offerees who are holding ninety per cent or

more of the shares to which the bid relates
accepted the take-over bid;
(b) the offeror is bound to take up and pay for or

has taken up and paid for the shares of the
offerees who accepted the take-over bid;
(c) a dissenting offeree is required to elect to -
(i) transfer his or her shares to the offeror

on the terms on which the offeror
acquired the shares of the offerees
who accepted the take-over bid, or
(ii) demand payment of the fair value of his

or her shares in accordance with
sections 566 to 569 of this Act by
notifying the offeror within twenty days
after the dissenting offeree receives the
offeror's notice;
(d) a dissenting offeree who does not notify the

offeror in accordance with sub-paragraph (ii)
of paragraph (c) of this sub-section is
presumed to have elected to transfer his or
her shares to the offeror on the same terms
as the offeror acquired the shares from the
offerees who accepted the take-over bids;
and
(e) a dissenting offeree shall send to the offeree

company those of his or her shares to
which the take-over bid relates within twenty
days after he or she receives the offeror's
notice.
553. Adverse claims
The offeree shall, at the same time when he or she

is sending the offeror's notice under section 560 of
this Act, also send to the offeree company a notice

of adverse claim with respect to each share held by
a dissenting offeree.
554. Delivery of certificates
A dissenting offeree to whom an offeror's notice is

sent under section 560 of this Act shall, within
twenty days after he or she receives that notice,
send to the offeree company his or her share
certificate for the class of shares to which the take--
over bid relates.
555. Payment for shares
Within twenty days after the offeror sends an

offeror's notice under section 560 of this Act the
offeror shall pay or transfer to the offeree company
the amount of money or other consideration that the
offeror would have had to pay or transfer to a
dissenting offeree if the dissenting offeree had
elected, under sub-paragraph (ii) of paragraph (c) of
section 560 of this Act, to accept the take-over bid.
556. Money in trust
The offeree company-
(a) holds in trust for the dissenting

shareholders the money or other
consideration it receives under section 563
of this Act; and
(b) shall deposit the money in a separate

account in a bank and shall place the other
consideration in the custody of a bank.
557. Duty of offeree company
Within thirty days after the offeror sends an

offeror's notice under section 560 of this Act, the
offeree company shall-
(a) issue the offeror a share certificate in

respect of the shares that were held by
dissenting offerees;
(b) give to each dissenting offeree who,
(i) under sub-paragraph (i) of paragraph

(c) of section 560 of this Act, elects to
accept the take-over bid, and
(ii) sends his or her share certificate as

required under section 562 of this Act,
the money or other consideration to which

he or she is entitled, disregarding fractional
shares, which may be paid for in money;
and
(c) send to each dissenting shareholder who

has not sent his or her share certificate, as
required under section 562 of this Act, a
notice stating that-
(i) his or her shares have been

cancelled,
(ii) the offeree company or some

designated person holds in trust for him
or her the money or other consideration
to which he or she is entitled as
payment for or in exchange for his or
her shares, and
(iii) the offeree company will, subject to

sections 566 and 568 of this section,
send that money or other consi-
deration to him or her forthwith after
receiving his or her shares.
(1) If a dissenting offeree has, under sud-paragraph

(ii) of paragraph (c) of section 560 of this Act,
elected to demand payment of the fair value of his
or her shares, the offeror may, within twenty days
after it has paid the money or transferred the other
consideration under section 563 of this Act, apply to
the court to fix the fair value of the shares of that
dissenting offeree.
(2) If an offeror fails to apply to the court under sub-

section (1), a dissenting offeree may, within a
further period of twenty days, apply to the court to
fix the fair value of the shares of the dissenting
shareholder.
(3) If no application is made to the court under sub-

section (2) within the time provided for in that sub-
section, a dissenting offeree is deemed to have
elected to transfer his or her shares to the offeror on
the same terms as the offeror acquired the shares
from the offerees who accepted the take-over bid.
559. Joined parties
On an application under section 566 of this Act-
(a) all dissenting offerees referred to in sub-

paragraph (ii) of paragraph (c) of section
560 of this Act whose shares have not
been acquired by the offeror are to be
joined as parties and are bound by the
decision of the court; and
(b) the offeror shall notify each affected

dissenting offeree of the date, place and
consequences of the application and of the
offeree's right to appear and be heard in
person or by a legal practitioner.
560. Powers and order of court
(1) On an application to the court under section

566 of this Act, the court may determine whether
any other person is a dissenting offeree who should
be joined as a party, and the court shall then fix a
fair value for the shares of all dissenting offerees.
(2) The court may appoint one or more appraisers

to assist the court to fix a fair value for the sharesof
a dissenting offeree.
(3) The final order of the court shall be made in

favour of each dissenting offeree against the offeror
and be for the amount of the offeree's shares as

fixed by the court.
561. Additional orders
The court may, in connection with procee-dings

under this Part, make any order it thinks fit, and, in
particular, it may-
(a) fix the amount of money or other

consideration that is required to be held in
trust under section 564 of the Act;
(b) order that the money or other consideration

be held in trust by a person other than the
offeree company;
(c) allow to each dissenting offeree, from the

date he or she sends or delivers his or her
share certificate under section 562 of the Act
until the date of payment, a reasonable rate
of interest on the amount payable to him or
her; or
(d) order that any money payable to a

shareholder who cannot be found be paid
into court, and sub-section (2) of section 509
of the Act applies in respect of that payment.
PART III - INSIDER TRADING
562. “Insider" defined
In this Part, "insider", in respect of a company,

means-
(a) a director or officer of the company;
(b) a company that purchases or otherwise

acquires shares issued by it or any of its
affiliates;
(c) a person who beneficially owns more than

ten per cent of the shares of the company,
or who exercises control or direction over
more than ten per cent of the votes attached
to shares of the company;
(d) an associate, a spouse, relative or affiliate of

a person mentioned in paragraphs (a) to (c)
of this section;
(e) a person, whether or not he or she is

employed by the company, who
(i) receives specific confidential infor-

mation from a person described in this
section, including a person described
in this paragraph, and
(ii) has knowledge that the person giving

the information is a person described
in this section, including a person
described in this paragraph; and
(f) a public officer who receives confidential

information by virtue of his or her office.
563. Presumed insider
(1) For the purposes of this Part-
(a) a director or officer of a body corporate

that is an insider of a company is an insider
of the company;
(b) a director or officer of a body corporate

that is a subsidiary is an insider of its holding
company;
(c) if a body corporate becomes an insider of a

company, or enters into a business
combination with a company, a director or
officer of the body corporate is presumed to
have been an insider of the company for the
previous twelve months or for such shorter
period as he or she was a director or an
officer of the body corporate; and
(d) if a company becomes an insider of a body

corporate, or enters into a business
combination with a body corporate, a

director or officer of the company is
presumed to have been an insider of the
body corporate for the previous twelve
months, or for such shorter period as he or
she was a director or officer of the
company.
(2) In sub-section (1), "business combination"

means an acquisition of all or substantially all the
property of one body corporate or company by
another, or an amalgamation of two or more bodies
corporate or companies.
564. Liability of insider
(1) An insider who, in connection with a transaction

in share or debenture of a company or any of its
affiliates, makes use of any specific confidential
information for his or her own benefit or advantage
that, if generally known, might reasonably be
expected to affect materially its value commits an
offence.

exceeding fifty thousand dalasis or imprisonment for
a term not exceeding two years, or to both the fine
and imprisonment.
(3) In addition to the penalty in sub-section (2), a

person who commits an offence under sub-section
(1) -
(a) is liable to compensate a person for any

direct loss incurred by that person as a
result of the transaction, unless the infor-
mation was known, or in the exercise of
reasonable diligence should have been
known, to that person at the time of the
transaction; and
(b) is accountable to the company for any

direct benefit or advantage received or
receivable by the insider as a result of the
transaction.
565. Time limit on action
An action to enforce a right created by section 572

of this Act may not be commenced except within
two years after the discovery of the facts that gave
rise to the cause of action.
CHAPTER XI – REGISTRERED ASSOCIATIONS
566. Application of Chapter
(1) This Chapter applies to a non-profit company.
(2) When a provision of this Chapter is inconsistent

with, or repugnant to, any other provision of this Act,
the provision of this Chapter, in so far as it affects a
registered association to which this Chapter,
applies, supersedes and prevails over the other
provision of this Act.
567. Incorporation of associations
(1) Where one or more trustees are appointed by

any community of persons bound together by
custom, religion, kinship or nationality, or by any
body or association of persons established for any
religious, patriotic, philanthropic, historical, artistic,
fraternal, athletic, educational, literary, scientific,
social, developmental, cultural, sporting or
charitable purpose, the trustee or trustees may, if so
authorised by the community, body or association
(in this Chapter referred to as “the association”)
apply to the Registrar under this Chapter for
registration as a corporate body.
(2) On being registered by the Registrar, the

association shall become a corporate body in
accordance with and be subject to, the pro-visions
of this Chapter.
568. Method of application
(1) An application under section 586 of this Act

shall be in the form prescribed by the Registrar and
shall state-
(a) the name of the association;
(b) the aims and objects of the association

which must be for the advancement of any
religious, patriotic, philanthropic, historical,
artistic, fraternal, athletic, educational,
literary, scientific, social, developmental,
cultural, sporting or any other charitable
purpose, and must be lawful; and
(c) the names, address and occupation of the

secretary of the association, if any.
(2) The association shall submit, with the appli-

cation -
(a) two printed copies of the constitution of the

association;
(b) duly signed copies of the minutes of the

meeting appointing the persons and
authorising the application, show-ing the
persons present and the votes scored; and
(c) the impression or drawing of the pro-posed

common seal.
(3) The application shall be signed by the person

making it.
(4) The Registrar may require such declaration or

other evidence in verification of the statements and
particulars in the application, and such other
particulars, information, and evidence, if any, as he
or she may think fit.
(5) A person who knowingly makes a false

statement or gives any false information for the
purpose of registering the association under this
Chapter commits an offence and is liable on
conviction to a fine of twenty thousand dalasis or
imprisonment for a term of one year, or to both the
fine and imprisonment.
569. Constitution
The constitution of the association shall, in addition

to any other matter -
(a) state the name or title of the association

which shall not conflict with that of a
company, or with a business name or trade
mark registered in The Gambia;
(b) the aims and objects of the association;

and
(c) make provisions in respect of the following

–
(i) appointment, powers, duties, tenure of

office and replacement of the trustees,
(ii) the use and custody of the common

seal,
(iii) the meetings of the association,
(iv) the number of members of the

governing body, the procedure for their
appointment and removal, and their
powers and duties, and
(v) where subscriptions and other con-

tributions are to be collected, the
procedure for disbursement of the
funds of the association, the keeping of
accounts and the auditing of the
accounts.
570. Registration and issue of certificate
(1) If the Registrar is satisfied with the application,

he or she shall register the association and issue a
certificate in the prescribed form.
(2) From the date of registration, the association

becomes a body corporate by the name described
in the certificate, and has-
(a) perpetual succession and a common seal;
(b) power to sue and be sued in its corporate

name; and
(c) subject to this Act, to hold and acquire, and

transfer, assign or otherwise dispose of,
any property or interests in the property
belonging to, or held for the benefit of the
association, in such manner and subject to
such restrictions and provisions as are
specified in its constitution.
(3) The certificate of incorporation vests in the

association all property and interests of what-ever
nature or tenure belonging to or held by the trustees
or any other person in trust for the community, body
or association of persons before the registration.
(4) A certificate of incorporation when issued is

prima facie evidence that all the preliminary
requisitions contained in this Chapter and required
in respect of the incorporation have been complied
with, and the date of incorporation mentioned in the
certificate is deemed to be the date on which
incorporation has taken place.
(5). The common seal of the association shall have

such device as may be approved by the Registrar,
and any instrument to which the seal has been
affixed in apparent compliance with the regulations
for the use of the common seal is binding on the
association, notwithstanding any defect or
circumstance affecting the execution of the
instrument.
(6). Subject to the provisions of this Chapter and of

the constitution of the association, the association
may contract in the same form and manner as an
individual.
571. Change or alteration of names, objects and

constitution
(1) Where the association is desirous of changing

or altering its name or objects or any of them, it
shall apply to the Registrar in the prescribed form

setting out the change or alteration desired and
attaching a copy of the resolution approving the
change or alteration duly certified by the trustees.
(2) If the Registrar approves the application, the

change or alteration shall be made and, in the case
of a change of name, the Registrar shall issue a
new certificate in the new name in place of the
former certificate.
(3). Subject to section 578 of this Act, an asso-

ciation registered under this Chapter may alter its
constitution by a resolution passed by a simple
majority of its members and approved by the
Registrar.
572. Replacement and appointment of addi-

tional trustees
(1) Where an association intends to replace some

or all of its trustees or to appoint additional trustees,
it may by resolution at a general meeting do so, and
apply in the pre-scribed form for the approval of the
Registrar.
(2) If the Registrar approves the application, he or

she shall signify his or her approval in writing to the
association and the replacement or appointment
shall become valid as from the date of the
resolution replacing or appointing the trustees.
573. Changes in contravention of section 590 or

591
A change or an alteration made in contra-vention of

section 579 or 580 of this Act is void.
574. Council or governing body
The association may-
(a) appoint a council, or governing body, which

shall include the trustees; and
(b) subject to the provisions of this Chapter,

assign to it such administrative and

management functions as it deems
expedient.
575. Exercise of powers of trustees
The powers vested in the trustees under this Act

are subject to the directions of the association.
576. Bye-laws
(1) The Council may make bye-laws, not being

contrary to its constitution, with respect to-
(a) the admission of persons and unincor-

porated associations as members and as ex
officio members, and the qualifications of,
and the conditions of membership;
.
(b) the fees and dues of members;
(c) the issue of membership cards and

certificates;
(d) the suspension and termination of mem-

bership by the company and by a member;
(e) the method of transferring membership

where the articles of association provide that
the interest of a member is transferable;
(f) the qualifications of, and the remuneration of,

the directors and the ex officio directors;
(g) the time for, and manner of, election of

directors;
(h) the appointment, remuneration, functions,

duties and removal of agents, officers and
employees of the company, and the security
to be given by them to the company;
(i) the time and place, and the notice to be

given, for the holding of meetings of the
members and of the board of directors, the
quorum at meetings of members, the
requirements as to proxies, and the

procedure in all matters at meetings of the
members and at meetings of the board of
directors;
(j) the conduct in all other particulars of the

affairs of the company;
(k) the division of its members into groups,

either into geographical areas or on the
basis of common interest;
(l) the election of some or all of the directors-
(i) by the groups on the basis of the

number of members in each group,
(ii) for the groups in a defined geog-

raphical area, by the delegates of the
groups meeting together, or
(iii) by the groups on the basis

of common interest; (m) the
election of delegates and
alternate delegate to represent
each group on the basis of the
number of members in each
group;
(m) the number and qualifications of dele-

gates and the method of their election;
(n) the holding of meetings of members or

delegates;
(o) the powers and authority of delegates at

meetings; and
(p) the holding of meetings of members or

delegates according to geographical areas
or on the basis of common interest.
(2) A bye-law made under paragraph (f) of sub-

section (1) may provide that a meeting of delegates
for all purposes is a meeting of the members with all
the powers of such a meeting.
(3) A bye-law under sub-section (1) is not effective

until it is confirmed by at least two-thirds of the
votes cast at a general meeting of the members
duly called for that purpose.
(4) A delegate has only one vote and may not vote
by proxy.
(5) A bye-law passed under sub-section (1) may

not prohibit members from attending meetings of
delegates and participating in the discussions at the
meetings.
577. Application of income and property
(1) The income and property of the association shall

be applied solely towards the promotion of the
objects of the association as set out in its
constitution and no portion of them shall be paid or
transferred directly or indirectly, by way of dividend,
bonus, or otherwise by way of profit, to any of the
members of association.
(2) Nothing in sub-section (1) prevents the payment,

in good faith, of reasonable and proper
remuneration to an officer or servant of the
association in return for any service actually
rendered to the association, but-
(a) with the exception of ex-officio members of

the governing council, no member of a
council or governing body shall be
appointed to any salaried office of the body
corporate, or any office of the body
corporate paid by fees; and
(b) no remuneration or other benefit in money

or money’s worth shall be given by the
association `to any member of the council or
governing body except repayment of out-of-
pocket expenses or reasonable and proper
rent for premises demised, or let to the body
corporate or reasonable fee for services
rendered.
(3) If a person knowingly acts or joins in acting in

contravention of this section, he or she is liable to
refund the income or restore the property so
misapplied to the body corporate.
578. Documents and inspection
(1) The Registrar shall preserve all documents

delivered to him or her under this Chapter.
(2) A person may, on application to the Regis-trar,

be permitted to inspect the documents kept under
sub-section (1) on payment of a prescribed fee and
may require a copy or extract of any document to
be certified by the Registrar on payment of a
prescribed fee.
579. Annual returns
(1) The association shall not later than 31st

December each year, other than the year in which it
is incorporated, or such other date as may, be
prescribed, submit to the Registrar a return
showing, among other things, the name of the
association, the names, addresses and occupations
of the trustees, and members of the council or
governing body, particulars of any land held by the
association during the year, and of any changes
which have taken place in the constitution of the
association during the preceding year.
(2) An association that fails to comply with sub-

section (1) is liable to a fine of fifty dalasis for each
580. Dissolution of an association formed under

this Act
(1) An association registered under this Chapter

may be dissolved by the court on a petition brought
for that purpose by –
(a) one or more trustees;
(b) the council or governing body;

(c) members constituting not less than fifty per

cent of the total membership of the
association; or
(d) the Registrar.
(2) The association may be dissolved on the ground

that –
(a) the aims and objects for which it was

established have been fully realised and no
useful purpose would be served by keeping
the association alive;
(b) the association is formed to exist for a

specified period and that period has expired
and it is not necessary for it to continue to
exist;
(c) all the aims and objects of the association

have become illegal or otherwise contrary to
public policy; or
(d) it is just and equitable in all the circum-

stances that the body corporate be
dissolved.
(3) At the hearing of the petition, all persons whose

interests or rights may, in the opinion of the court,
be affected by the dissolution shall be put on notice.
(4) If, in the event of a dissolution of the corporate

body, there remains after the satisfaction of all its
debts and liabilities, any money or property
whatsoever, the money or property shall not be paid
to or distributed among the members of the
association, but shall be given or transferred to
some other institutions which have been determined
by the members, at or before the time of dissolution,
as having objects similar to the objects of the
association.
(5) If effect cannot be given to the provisions of sub-

section (4), the remaining money or property shall
be transferred to some charitable object.
581. Regulations under this Chapter
The Minister may, on the recommendation of the

Registrar, make regulations generally for the
purpose of this Chapter and, in particular, without
prejudice to the generality of the foregoing
provisions, make regulations –
(a) prescribing the forms and returns and other

information required under this Chapter;
(b) prescribing the procedure for obtaining any

information required under this Chapter;
(c) requiring returns to be made within the

period specified therein by any body
corporate to which this Chapter applies; and
(d) prescribing any fees payable under this

Chapter.
582. Validity of previous registrations
An association registered under section 21 of the

former Act for promoting commerce, art, science,
religion, charity or any useful object is deemed, as
from the date of commencement of this Act, to be
registered under and in accordance with this
Chapter and the provisions of this Chapter shall
apply in respect of that association, accordingly.
CHAPTER XII – FOREIGN COMPANIES
583. Interpretation of this Chapter
For the purposes of this Chapter-
“certified” means certified in the prescribed manner

to be a true copy or a correct translation;
“director” in relation to a company includes any

person in accordance with whose directors or
instructions the directors of the company are
accustomed to act;
“place of business” included a share transfer or

share registration to a company incorporated under
this Act;
“secretary” includes any person occupying the

position of secretary by whatever name called.
584. Application of this Chapter
This Chapter applies to a foreign companies, that is,

companies incorporated outside The Gambia
which-
(a) after the commencement of this Act,

establish a place of business within The
Gambia; and
(b) have, before the commencement of this Act,

established a place of business within The
Gambia and continue to have an established
place of business within The Gambia at the
commencement of this Act.
585. Documents, etc, to be delivered to registrar

by companies carrying on business inThe
Gambia
(1) An foreign company, which at the

commencement of this Act has a place of business
in The Gambia or which after the commencement
of this Act establishes a place of business within
The Gambia, shall within six months from the
commencement of this Act or within one month from
the establishment of the place of business, deliver
to the Registrar for registration -
(a) a certified copy of the charter, statutes or

memorandum and articles of the company,
or other instrument constituting or defining
the constitution of the company, and , if the
instrument is not written in the English
language, a certified translation of the
instrument;
(b) the full address of the registered or princi-

pal office of the company and its principal

place of business in The Gambia;
(c) a list of the directors of the company,

containing such particulars with respect to
the directors as are by this Act required to
be contained with respect to directors in the
register of the directors of a company; and
(d) the names and address of one or more

persons resident in The Gambia authorised
to accept on behalf of the company service
of process and any notices required to be
served on the company.
(2) The list referred to in paragraph (c) of sub-

section (1) shall contain the following particulars-
(a) with respect to each director-
(i) in the case of an individual, his or her

present first names and surname and
any former first name or surname, his or
her usual residential address, his or her
nationality and his or her business
occupation, if any, or if he or she has no
business occupation but holds any other
directorship or directorships, particulars
of that directorship or of some of those
directorships, and
(ii) in the case of a body corporate, its

corporate name and registered or
principal office;
(b) with respect to the secretary or, when

there are joint secretaries, with respect to
each of them-
(i) in the case of an individual, his or her

present first name and surname, any
former first name and surname and his
or her usual residential address, and
(ii) in the case of a corporation, its corpo-

rate name and registered or principal
office.
(3) Where all the partners in a firm are joint

secretaries of the company, the name and principal
office of the firm may be stated instead of the
particulars mentioned in paragraph (b) of sub-
section (2).
586. Power of external companies to hold lands
An foreign company which has delivered to the

Registrar the documents and particulars specified in
sub-section (1) of section 593 of this Act has the
same power to hold lands in The Gambia, as if it
were a company incorporated under this Act.
587. Return to be delivered to Registrar by

foreign company where documents, etc., altered
If any alteration is made in-
(a) the charter, statutes, or memorandum

and articles of an foreign company or any
instrument constituting or defining the
constitution of the company;
(b) the directors or secretary of an foreign

company or the particulars contained in
the list of the directors and secretary; or
(c) the names or addresses of the persons

authorised to accept service on behalf of
an foreign company,
the company shall, within the prescribed time,

deliver to the Registrar for registration a return
containing the prescribed particulars of the
alteration.
588. Accounts of external companies
(1) An foreign company shall, in every calendar

year, make out a balance sheet and profit and loss
account and, if the company is a holding company,
group accounts, in such form, and containing such
particulars and including such documents, as under

the provisions of this Act (subject, however, to any
prescribed exceptions) it would, if it had been a
company within the meaning of this Act, have been
required to make out and lay before the company in
general meeting, and deliver copies of those
documents to the Registrar.
(2) If any document as is mentioned in sub-section

(1) of this section is not written in English language,
there shall be annexed to it a certified translation of
the document.
(3) This section does not apply to a company which

if it were incorporated under this Act would be a
private company within the provisions of this Act.
589. Obligation to state name of foreign com-

pany, whether limited and country where
incorporated
An foreign company shall-
(a) in every prospectus inviting subscription for

its shares or debentures in The Gambia state
the country in which the company is
incorporated;
(b) conspicuously exhibit, on every place where

it carries on business in The Gambia, the
name of the company and the country in
which the company is incorporated;
(c) cause the name of the company and of the

country in which the company is incor-
porated to be stated in legible characters in
all bill-heads and letter paper, and in all
notices and other official publications of the
company; and
(d) if the liability of the members of the com-pany

is limited, cause notice of that fact to be
stated in legible characters in every
prospectus and in all bill-heads, letter paper,
notices and other official publication of the
company in The Gambia, and to be affixed
on every place where it carries on its

business.
590. Service on foreign com-pany
(1) A process or notice required to be served on

an foreign company shall be sufficiently served if
addressed to a person whose name has been
delivered to the Registrar under the section 593 of
this Act and left at or sent by post to the address
which has be so delivered.
(2) If-
(a) a company makes default in delivering to

the Registrar the name and address of a
person resident in The Gambia who is
authorised to accept on behalf of the
company service of process or notices;
or
(b) at any time all the persons whose names

and addresses have been delivered to
the Registrar are dead or have ceased
to reside in The Gambia, or refuse to
accept service on behalf of the
company, or if for any reason cannot be
served,
a document may be served on the company by

leaving it at or sending it by post to any place of
business established by the company in The
Gambia.
591. Foreign company ceasing to have place of

business in The Gambia
If a foreign company ceases to have a place of

business in The Gambia, it shall forthwith give
notice of the fact to the Registrar, and, as from the
date on which notice is so given, the obligation of
the company to deliver any document to the
Registrar shall cease.
592. Penalties
If an foreign company fails to comply with any of

the foregoing provisions of this Part, the company,
and every officer or agent of the company who
knowingly and wilfully authorises or permits the
defaults, shall be liable to a fine not exceeding fifty
thousand dalasis or, in the case of a continuing
offence, five thousand dalasis for every day during
CHAPTER XII - MISCELLANEOUS
PART I – APPLICATION
593. Application of this Act
(1) Except as otherwise provided, this Act applies

to -
(a) all companies formed and registered under

this Act;
(b) all existing companies;
(c) all companies incorporated, formed or

registered under other enactments; and
(d) unregistered companies.
594. Act to override memorandum and articles,

etc.
(1) Except as otherwise expressly provided in this

Act -
(a) the provisions of this Act have effect

notwithstanding anything to the contrary
contained in the memorandum or articles of a
company, or in any agreement executed by
it, or in any resolution passed by the
company in general meeting or by its board
of directors whether the memorandum, or
articles, agreement or resolution is
registered, executed or passed, as the case
may be, before or after the commencement

of this Act; and
(b) a provision contained in the memorandum or

articles, agreement or resolution mentioned
in paragraph (a) of this sub-section shall , to
the extent to which it is repugnant to the
provisions of this Act, become or be void, as
the case may be.
(2) A provision of this Act overriding or interpreting a

company’s articles as if a re-enacted provision of
the former Act, shall, except as provided by this Act,
apply in relation to-
(a) articles in force at the commencement of this

Act, as well as to articles coming into force
thereafter; and
(b) a company’s memorandum as it applies in

relation to its articles.
595. Application of Act to companies under

former enactments
(1) In the application of this Act to existing

companies, it shall apply in the same manner, in the
case of-
(a) a limited company, other than a com-pany

limited by guarantee, as if the company had
been formed and registered under this Act as
a company limited by shares.
(b) a company limited by guarantee, as if the

company had been formed and registered
under this Act as a company limited by
guarantee; and
(c) a company, other than a limited company, as

if the company had been formed and
registered under this Act as an unlimited
company.
(2) A reference, express or implied, to the date of

registration of a company shall be construed as a
reference to the date at which the company was

registered under the first Gambia enactment in
respect of companies, or as the case may be, the
former Act or any enactment relating to companies
thereafter in force in The Gambia before the
commencement of this Act.
PART II - ADMINISTRATION
596. Registered and head office of company
(1) The address of the registered or head office of

a company given to the Registrar in accordance
with paragraph (b) of sub-section (21), of section 21
or any other provision, of this Act or any change in
the address made in accordance with the provisions
of this section shall be the office to which all
communications and notices to the company may
be addressed.
(2) A company shall, within fourteen days of any

change in the address of its registered or head
office, give notice of the change to the Registrar
who shall record the change.
(3) A postal box address or a private mail bag

address shall not be accepted by the Registrar as
the registered or head office of a company.
(4) If a company carries on business without

complying with sub-section (2), the company and
every officer in default commits an offence and is
liable on conviction to a fine of five hundred dalasis
for every day during which the company carries on
business.
(5) The fact that a change in the address of a

company is included in its annual return shall not be
taken to satisfy the obligation imposed by this
section.
(6) Where a company incorporated before the

commencement of this Act has provided an address
not in accordance with this section or section 21 of
this Act, as the case may be, it shall, within fourteen
days after the commencement of this Act, comply
with the requirements of this section.
(7) Failure to comply with sub-section (6) is an

offence punishable as prescribed by this section.
597. Publication of name by company
(1) A company shall, after incorporation-
(a) paint or affix, and keep painted or affixed, its

name and on the outside of every office or
place in which its business is carried on, in a
conspicuous position, in letters easily legible;
(b) have its name engraved in legible characters

on its seals; and
(c) have its name and registration number

mentioned in legible characters in all-
(i) business letters of the company

and notices, advertisements, and
other official publications of the
company,
(ii) bills of exchange, promissory

notes, endorsement, cheques, and
order for money or goods
purporting to be signed by or on
behalf of the company, and
(iii) bills or parcels, invoices, receipts

and letters of credit of the
company.
(2) If a company fails to paint or affix, and keep

painted or affixed its name in the manner directed
by this Act, it commits an offence and is liable on
conviction to a fine of one thousand dalasis for not
so painting or affixing its name, and for every day
during which its name is not kept, painted or affixed;
and every director and manager of the company
who knowingly and wilfully authorises or permits the
default is liable to the like penalty.
(3) If a company fails to comply with the provisions

of paragraphs (b) and (c) of sub-section (1), the

company commits an offence and is liable on
conviction to a fine of one thousand dalasis.
(4) If an officer of a company or a person on its

behalf-
(a) uses or authorises the use of any seal

purporting to be a seal of the company
whereon its name is not so engraved as
specified in this Act; or
(b) issues or authorises the issue of a business

letter of the company or a notice, or other
official publication of the company, or signs,
or authorises to be signed on behalf of the
company, any bill of exchange, promissory
note, endorsement, cheque or order for
money or goods wherein its name is not
mentioned in the manner specified in this
Act,
he or she commits an offence and is liable on

(5) An officer or person who commits an offence

under sub-section (4) is further personally liable to
the holder of the bill of exchange, promissory note,
cheque, or money order or goods, for the amount of
the bill, note, cheque, order or goods, as the case
may be, unless it is duly paid by the company.
598. Form of register, etc
(1) Any register, record, index, minute book or

book of account required by this Act to be made
and kept by a company may be made by making
entries in bound books or in loose leaves whether
pasted or not, or in a photographic film form, or may
be entered or recorded by-
(a) any information storage device that is

capable of reproducing the required
information in intelligible written form within
a reasonable time; or
(b) recording the matters in question in any

other manner in accordance with accepted
commercial usage.
(2) Where a register, record, an index, a minute

book or book of account is not kept by making
entries in a bound book, but by some other means,
including electronic means adequate precautions
shall be taken for guarding against falsification and
for facilitating its discovery.
(3) Where default is made in complying with the

provisions of sub-section (2), the company and
commits an offence and is liable on conviction-
(a) to a fine of five thousand dalasis; and
(b) where the offence is a continuing one, to a

fine of five hundred for every day during
(4) The power conferred on a company by sub-

section (1) to keep a register, or other record by
recording the matters in question, otherwise than by
making entries in bound books, includes power to
keep the register or other record by recording those
matters otherwise than in legible form, so long as
the recording is capable of being reproduced in a
legible form.
(5) If a register or any other record of a company

as is mentioned in sub-section (2), or a register of
holders of a company’s debentures, is kept by the
company by recording the matters in question
otherwise than in legible form, the duty imposed on
the company by this Act to allow inspection of or to
furnish a copy of the register or other record or any
part of it shall be treated as a duty to allow
inspection of, or to furnish a reproduction of the
recording or of the relevant part of it in a legible
form.
599. Fees and inspection, etc, of documents

kept by the registrar Eleventh Schedule
(1) There shall be paid to the Registrar in respect

of the several matters mentioned in the Eleventh
Schedule to this Act the fees specified in that
Schedule and when no provision is made for fees
the Minister may, by Order published in the
Gazette, prescribe fees, and add to, alter or amend
that Schedule.
(2) A person may, on payment of the fees

prescribed in Part III of the Eleventh Schedule to
this Act, inspect documents or obtain certificates of
incorporation or copies of or extracts from
documents held by the Registrar for the purposes of
this Act.
(3) Where a copy or extract from any document

registered under this Act is certified by the Registrar
to be a true copy or extract, it shall in all
proceedings be admissible in evidence as of equal
validity with the original document and it shall be
unnecessary to prove the official position of the
person certifying the copy or extract.
(4) A process for compelling the production of any

document kept by the Registrar shall not issue from
any court, except with the leave of that court, and
the process, if issued, shall bear on it a statement
that it is issued with the leave of the court.
600. Service of notice on company
A summons, notice, order or other document

required to be served on the company, may be
served by leaving the same, or sending it through
the post in a prepaid letter addressed to the
company at their registered office.
601. Rules as to notice by letter
A document to be served by post on the company

shall be posted in such time as to admit of its being
delivered in the due course of delivery, within the
period, if any, prescribed for its service, and, in
proving service of such document, it is sufficient to

prove that the document was properly directed, and
that it was put as a prepaid letter into the post
office.
602. Authentication of notices of company
A summons, notice, order or proceeding requiring

authentication by the company may be-
(a) signed by any director, secretary, or other

authorized officer of the company, and
need not be under the common seal of the
company; and
(b) in writing or in print, or partly in writing and

partly in print.
PART III - Legal Proceedings
603. General penalty
(1) A person who commits an offence under this Act

is, if no penalty is provided for that offence, liable on
conviction to a fine not exceeding fifty thousand
dalasis and, in default of payment of the fine, to a
term of imprisonment for a term not exceeding two
years.
(2) A person who fails to comply with a provision

made or direction given under this Act, for which a
penalty is not prescribed, is liable to a fine not
exceeding twenty thousand dalasis and, in default
of payment of the fine, to imprisonment for a term
not exceeding one years.
604. Recovery of penalties
An offence under this Act made punishable by any

penalty is punishable on summary conviction.
605. Application of penalties
The court imposing a penalty under this Act may

direct the whole or any part of the penalty be
applied in or towards payment of the cost of the

proceedings, or in or towards rewarding the person
on whose information or at whose suit the penalty
has been recovered, and, subject to a direction
given under this section, all penalties shall be paid
into the Consolidated Fund.
606. Evidence of proceedings at meetings
(1) A company under this Act shall cause minutes

of all resolutions and proceedings of general
meetings of the company, and of the directors or
managers of the company in cases where there are
directors or managers, to be duly entered in books
to be from time, to time for the purpose.
(2) Minutes taken pursuant to sub-section (1), if

purporting to be signed by the chairperson of the
meeting at which resolutions were passed or
proceedings had, or by the chairperson as evidence
of the next succeeding meeting, shall be received
as evidence in all legal proceedings.
(3) Until the contrary is proved-
(a) every general meeting of the company or

meeting of directors or managers of a
company respect of the proceedings of
which minutes have been taken is deemed
to have been duly held and convened;
(b) all resolutions passed at the meeting, or

proceedings had, are deemed to have
been duly passed and had by or in respect
of a company;
(c) all appointments of directors, managers or

liquidators of a company shall be deemed
to be valid;
(d) all acts done by the directors, managers or

liquidators a company are valid,
notwithstanding any defect that may
afterwards be discovered in their
appointments or qualifications.
607. Provisions as to costs in actions brought

by certain limited companies
Where a limited company is plaintiff in any action,

suit, or legal proceeding, the court may-
(a) if it appears by a credible testimony that

there is reason to believe that if the
defendant succeeds in his or her defence,
the assets of the company will be
insufficient security to pay the cost, require
sufficient security to be given for the costs;
and
(b) stay all proceedings until the security

required until paragraph (a) of this section
is given.
608. Declaration in action against members
In an action or suit a brought by the a company

against a member to recover all call or other
moneys due from the member, it is not necessary to
set out the special matter, but it is sufficient to
allege that the defendant is a member of the
company, and is indebted to the company in
respect of a call made, or other moneys due,
whereby an action or a suit has accrued to the
company.
609. Power of companies to refer matters to

arbitration
A company under this Act may, from time to time,

by writing under its common seal, agree to refer,
and may refer, to arbitration any difference,
question, or other matter whatsoever in dispute
between itself and any other company or person
and the companies, parties to the arbitration, may
delegate to the person or persons to whom the
reference is made power to settle any terms or to
determine any matter capable of being lawfully
settled or determined by the companies
themselves, or by the directors or other managing
body of such companies.
610. Provisions of this Act to apply
Unless otherwise provided in this Act, arbitration

authorized or directed by this Act shall be
conducted in accordance with the Alternative
Dispute Resolution Act.
[cap. 6.08]
611. Defence with respect to prospectuses
In a prosecution for an offence under this Act

arising out of an untrue statement or wilful non-
disclosure in a prospectus, it is a defence for the
person charged to prove that the statement or non-
disclosure was immaterial, or that he or she had
reasonable grounds to believe, and did, up to the
time of the issue of the prospectus, believe that the
statement was true or non-disclosure was
immaterial.
612. Order to comply
When a person is convicted of an offence under this

Act in which proceedings in respect of the offence
are taken, the court may, in addition to any
punishment it may impose, order that person to
comply with the provision of this Act for the
contravention of which he or she has been
convicted.
613. Civil remedies unaffected
A civil remedy for an act or omission is not affected

by reason that the act or omission is an offence
under this Act.
614. Power of court to grant relief in certain

cases
(1) If, in a proceeding for negligence, default or

breach of duty or breach of trust against an officer
of a company or a person employed by a company
as auditor, it appears to the court hearing the case
that the officer or person is or may be liable in

respect of the negligence, default, breach of duty or
breach of trust, but that-
(a) he or she has acted honestly and

reasonably; and
(b) having regard to all the circumstances of the

case, including those connected with his or
her appointment, he or she ought fairly to be
excused for the negligence, default, breach
of duty or breach of trust,
the court may relieve him or her, wholly or partly,

from his or her liability on such terms as the court
may think fit.
(2) Where a person to whom this section applies

has reason to apprehend that a claim will or might
be made against him or her in respect of any
negligence, default, breach of duty or breach of
trust, he or she may apply to the court for relief, and
the court, on the application, has the same power to
relieve him or her as under this section it would
have had if it had been a court before which
proceedings against that person for negligence,
default, breach of duty or breach of trust had been
brought.
(3) Where a case to which sub-section (1) applies is

being tried by a court, the judge, after hearing the
evidence, may, if he or she is satisfied that the
defendant ought in pursuance of that sub-section to
be relieved either in whole or in part from the liability
sought to be enforced against him or her, enter
judgment for the defendant on such terms as to
costs or otherwise as the judge may think proper.
PART IV – Electronic Services
615. E-Company services
(1) Pursuant to sections 212 and 213 of the

Information and Communications Act, the Registrar
may deliver all the services under this Act by
electronic means using the computer system

provided by the Single Window Registry.
[cap.74.03]
(2) Pursuant to sub-section (1), the Registrar shall-
(a) accept the filing of documents, the creation

or keeping of documents in electronic form;
(b) issue notices, claims certificates,

declarations, authorisations or approvals in
electronic form;
(c) convert written records into electronic

records; and
(d) keep all registers in electronic form in the

Single Window Registry database.
(3) The requirements of the Single Window Registry

relating to acceptance of electronic filing and
issuing of documents, electronic signatures, and the
control processes and procedures put in place to
ensure the integrity, security and confidentiality of
data messages or payments shall apply to the
registers to be kept under this Act.
PART V - GENERAL
616. Regulations
The Minister may make regulations for the better

administration of this Act, and, in particular, may
make regulations-
(a) on any matter required or authorised by this

Act to be prescribed;
(b) requiring the payment of fees in respect of

the filing, examination or copying of any
documents or in respect of any action that
the Registrar is required or authorised to
take under this Act, and prescribing the
amount to be paid;
(c) prescribing the fees payable for documents

issued by companies and for other matters
under this Act;
(d) prescribing the format and contents of

returns, notices or other documents required
to be sent to, or to be issued by, the
Registrar;
(e) setting out the rules with respect to exem-

ptions permitted by this Act
(f) with respect to the names or classes of

companies;
(g) stipulating the authorised capital of com-

panies;
(h) with respect to the preferences, rights,

conditions, restrictions, limitations or prohi-
bitions attaching to shares or classes or
series of shares of companies;
(i) designating classes of shares;
(j) setting out the qualifications of persons to be

appointed as auditors;
(k) prescribing forms, returns and other document

required under this Act;
(l) prescribing the procedure for obtaining any

information required under this Act;
(m) requiring returns to be made within the

period specified in the returns by bodies
corporate; and
(n) to give effect to the electronic services to be

provided under the Business Registration
Act with respect to all types of companies
and registered associations; and
(o) on any other matter required for the effi-cient

administration of this Act.
617. Repeal and savings
(1) The Companies Act, in this Act referred to as in

the former Act is repealed.
[cap.94.01]
(2) Notwithstanding sub-section (1), if on the

commencement of this Act, any proceedings under
the former Act are pending in respect of the
winding-up of a body corporate under that Act,
those proceedings may be continued under that Act
as if this Act had not been enacted.
(3) When, on the commencement of this Act, an

amalgamation agreement entered under the former
Act and approved by the court under that Act is in
the course of being filed with the Registrar or is in
his or her hands, the amalgamation may be
continued and effected under that Act as if this Act
had not been enacted, unless the parties to the
amalgamation withdraw the amalgamation
agreement by notice in writing.
(4) Nothing in this Act affects any order, rule,

regulation, appointment, conveyance, mortgage,
deed or agreement made, resolution passed,
direction given, proceeding taken, instrument issued
or thing done under the former Act, but the order,
rule, regulation, appointment, conveyance,
mortgage, agreement, resolution, direction,
proceeding, instrument or thing if in force
immediately before the commencement of this Act,
shall, on the commencement of this Act, continue in
force, and shall, so far as it could have been made,
passed, given, taken, issued or done under this Act,
have effect as if so made, passed, given, taken,
issued or done.
(5) Nothing in this Act shall be construed so as to

prohibit the continuation of an inspection by
inspectors appointed under the former Act, begun
before the commencement of this Act, and section
317 of this Act shall apply to a report of inspectors
appointed under the former Act as it applies to a

report of inspectors appointed under section 306 of
this Act.
(6) A register kept under the former Act is deemed

to be kept under the corresponding provisions of
this Act.
(7) Where any offence, being an offence for the

continuance of which a penalty was provided for in
the former Act, has been committed under the
former Act, proceedings may be taken under this
Act, in respect of the continuance of the offence
after the commencement of this Act, in the same
manner as if the offence had been committed under
the corresponding provisions of this Act.
FIRST SCHEDULE
TABLE A- (I) (section 20)
REGULATIONS FOR THE MANAGEMENT

OF A PUBLIC COMPANY LIMITED BY SHARES
THE COMPANIES ACT 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
[ ]
Interpretation
1. (1) In these Regulations, “the Act” means the

Companies Act, 2013.
(2) Unless the context otherwise requires, words or

expressions contained in these Regulations bear
the same meaning as in the Act.
Class of Shares
2. The company may, from time to time, issue

classes of shares. It shall be the responsibility of
the directors to determine the classes of shares to

be issued. All the rights or restrictions attached to
each particular class of shares shall be specified in
the terms of issue but the rights may at any time be
varied in accordance with the provisions of section
120 of the Act.
Commissions and Brokerage
3. The company may exercise the powers of

paying commissions conferred by section 110 of the
Act, provided that the rate per cent or the amount of
the commission paid or agreed to be paid shall be
disclosed in the manner required by that section.
The commissions may be satisfied by the payment
of cash or by the allotment of fully or partly paid
shares or partly in one way and partly in the other.
4. The company may also on any issue of shares

pay such brokerage as is lawful.
Alteration of Capital
5. The company may, from time to time, by

ordinary resolution effect an alteration of its share
capital in any of the ways set out in section 79 of
the Act.
6. Subject to the provisions of the Act on reduction

of capital, the company may, whenever it considers
it expedient to do so, by special resolution, reduce
its share capital, any capital redemption fund or any
share premium account.
Meetings
7. The annual general meeting shall be held at

such time and place as the directors shall appoint.
8. The chairperson, if any, of the board of directors

shall preside as a chairperson at every general
meeting of the company, or if there is no
chairperson, or if he or she is not present within
thirty minutes after the time appointed for the
holding of the meeting or is unwilling to act, the
directors present shall elect one of their number to

be chairperson of the meeting.
9. If at any meeting no director is willing to act as

chairperson or if no director is present within thirty
minutes after the time appointed for holding the
meeting, the members present shall choose one of
Voting
10. A member is not entitled to vote at any general

meeting unless all calls or other sums payable by
him or her in respect of shares in the company have
been paid.
The Seal
11. The directors shall provide for the safe custody

of the company seal, which shall only be used by
the authority of the directors or of a committee of
the directors authorized by the directors in that
behalf. Every instrument to which the seal is affixed
shall be signed by a director, and countersigned by
the secretary or by a second director or by some
other person appointed by the directors for the
purpose.
Notice
12. A notice may be given by the company to any

member either personally or by sending it by post to
him or her or to his or her registered address, or (if
he or she has no registered address within The
Gambia) to the address, if any, within The Gambia
supplied by him or her to the company for the giving
of notice to him or her. Where a notice is sent by
post, service of the notice is deemed-
(a) to be effected by properly addressing, pre-

paying, and posting a letter containing the
notice to him or her; and
(b) have been effected at the expiration of

seven days after the letter containing the
notice is posted.
Names, Addresses and Description of

subscribers
1. ……………………………..
2. ……………………………..
3. ……………………………..
Total shares taken
DATED the ……….. day of …………………20……
Witness to the above signatures:………
TABLE A – (II) (section 20)

OF A PRIVATE COMPANY LIMITED BY SHARES
PRIVATE COMPANY LIMITED BY SHARES
OF
[ ]
Interpretation


Classes of Shares

classes of shares. It is the responsibility of the
directors to determine the classes of shares to be
issued. All the rights or restrictions attached to
each particular class of shares shall be specified in
the terms of issue but the rights may at any time be
120 of the Act.
Restriction on transfer of shares
3. The directors may, in their absolute discretion

and without giving any reason, refuse to register the
transfer of any share, whether or not it is a fully paid
share.
Pre-emptive rights of shareholders of the

company
4. The company shall not allot any new or unissued

shares unless they are offered in the first instance
to all the shareholders or to all the shareholders of
the class or classes being issued in proportion as
nearly as may be to their existing holdings.
5. The offer of shares to existing shareholders shall

be by notice specifying the number of shares to
which the shareholder is entitled to subscribe and
limiting a time, not being less than twenty-eight
days after the service of the notice, after the
expiration of which the offer, if not accepted, will be
deemed to be declined. On the receipt of an
intimation from the shareholder that he or she
declines to accept the shares offered or after the
expiration of the stipulated time, as the case may
be, the board of directors may, subject to the terms
of any resolution of the company, dispose of the
shares at a price not less than that specified in the
offer, in such manner as they think most beneficial
to the company.
6. Regulations 4 and 5 of these Regulation shall

not be altered except with the unanimous consent
of all the members of the company.

disclosed in the manner required by the said
section. The commission may be satisfied by the
payment of cash or the allotment of fully or partly
paid shares or in one way and partly in the other.

pay such brokerage as may be lawful.
9. The company may, from time to time, by

ordinary resolution effect an alteration of its share
capital in any of the ways set out in section 79 of
the Act.
10. Subject to the provisions of the Act on

reduction of capital, the company may, whenever it
considers it expedient to do so, by special
resolution, reduce it share capital, any capital
redemption fund or any share premium account.
Meetings

such time and place as directors shall appoint.
12. The chairperson, if any, of the board of

directors shall preside as a chairperson at a general
meeting of the company, or if there is no such
be a chairperson of the meeting.

a chairperson or if no director is present within thirty
minutes after the time appointed for the holding of
the meeting, the members present shall choose one

of their number to be chairperson of the meeting.
Voting

been paid.
The Seal

directors authorized by the directors in that behalf,
and every instrument to which the seal is affixed
purpose.
Notice

he or she has no registered address with The
post, service of the notice is deemed to-
(a) be effected by properly addressing, pre-

paying, and posting a letter containing the
notice; and

notice is posted
Directors
17. The minimum number of Directors shall be one

and there shall be no maximum number.
18. Any Director (other than an alternate director)

may appoint any other Director, or any other person
approved by the Directors and willing to act, to be
an alternate Director and may remove from office
an alternate Director so appointed by him. An
alternate Director is entitled to receive notice of all
meetings of directors and of all meetings of
committees of directors of which his appointor is a
member, and to attend, speak and vote at any such
meeting. A Director present at such meeting and
appointed alternate Director for any other Directors
entitled to attend and vote shall have an additional
vote for each of his appointors absent from the
meeting. Any appointment or removal of an
alternate Director shall be by notice to the company
signed by the Director making or revoking the
appointment or in any other manner approved by
the Directors.
19. The Directors may sanction the exercise by the

company of all the powers of the company to make
provision for the benefit of persons employed or
formerly employed by the company or any
subsidiary of the company in connection with the
cessation or transfer to any person of the whole or
part of the undertaking of the company.
20. The Directors shall have power at any time and

from time to time to appoint any other person to be
a Director of the company either to fill a casual
vacancy or as an addition to the board.
21. Provided that a Director declares his interest in

a contract or proposed contract with the company in
a manner provided by the Act, he or she shall be
counted in the quorum of any meeting of Directors
at which the same is considered and shall be
entitled to vote as a Director in respect thereof.
22. The quorum for the transaction of the business

of the Directors shall, except when one Director
only is in office, be two. An alternate Director shall,
if his appointor is not present, be counted in the
quorum. When one Director only is in office, he
shall have and may exercise all the powers and
authorities in and over the affairs of the company as

are conferred on the Directors by the Articles.
Names, Addresses and Description

of Subscribers
1. ……………………………
2. …………………………….
3. ………………………
Total number of shares taken
DATED the ………. day of ………………20…
Witness to the above signatures:…..
TABLE A – (III) (section 20)

OF A COMPANY LIMITED BY GUARANTEE
COMPANY LIMITED BY GUARANTEE
OF
[ ]
Interpretation
1. Unless the context otherwise requires, words or

the same meaning as in the Companies Act, 2013.
Membership of the Company
2. The number of members with which the

company proposes to be registered is ten but the
directors may from time to time register an increase
of members.
Meetings

such time and place the directors shall appoint.


meeting, the members present shall elect one of
The Seal

of the company seal which shall only be used by the
authority of the directors or of a committee of the
directors authorized by the directors in that behalf,
and every instrument to which the seal is affixed
purpose.
Notice

(a) be effected by properly addressing,

prepaying, and posting a letter containing

the notice; and

same is posted.
Names, Addresses and Description of Subscribers
DATED the ……………day of…………….20…
Witness to the above signatures:…….
TABLE A – (IV) (section 20)
REGULATION FOR THE MANAGEMENT

OF AN UNLIMITED COMPANY
UNLIMITED COMPANY
OF
[ ]
Interpretation


Member of the Company
2. The number of members with which the

company proposes to be registered is twenty but
the directors may, from time to time, register
increase of members.
Classes of Share

classes of shares. It is the responsibility of the
directors to determine the classes of shares to be
issued. All the rights or restrictions attached to each
particular class of shares shall be specified in the
terms of issued but the rights may at any time be
120 of the Act.

disclosed in the manner required by that section.
The commission may be satisfied by the payment of
cash or the allotment of fully or partly paid shares or
partly in one way and partly in the other.

pay such brokerage as may be lawful.
6. The company may by special resolution-
(a) increase the share capital by any sum

to be divided into shares of such
amount as the resolution may
prescribe;
(b) consolidate its shares into shares of a

larger amount than its existing shares;
(c) sub-divide its shares into shares of a

smaller amount than its existing
shares;
(d) cancel any shares which at the date of

the passing of the resolution have not
been taken or agreed to be taken by
any person;
(e) reduce its share capital in any way.
Meetings

such time and place as the directors shall appoint.

9. If at any meeting no director is willing to act as a

meeting, the members present shall elect one of
Voting

been paid.
The Seal

the directors authorized by the directors in that
behalf, and every instrument to which the seal is
affixed shall be signed by a director, and
countersigned by the secretary or by a second
director or by some other person appointed by the
directors for the purpose.
Notice

(a) be effected by properly addressing,

prepaying, and posting a letter containing
the notice; and

seven day after the letter containing the
same is posted.
Names, Addresses and Description of

Subscribers
1. …………………………….
2. …………………………….
3. ……………………………..
Total number of shares taken
DATED the ………… day of …………… 20…….
Witness to the above signatures:……….

TABLE B (section 14)
FORM OF MEMORANDUM OF ASSOCIATION

OF A COMPANY LIMITED BY SHARES
THE COMPANIES ACT 20..
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
[ ]
1. The name of the company is [ ].
2. The registered office of the company will be

situated in [ ].
3. The objects for which the company is

established are-
(a) the conveyance of passengers and goods in

ships or boats between such places as the
company may, from time to time, determine;
(b) …………….
5. The liability of the members is limited.
6. The share capital of the company is D1,000

divided into 1,000 shares of D1 each.
We, the subscribers to this memorandum of

association wish to be formed into a company
pursuant of this memorandum of association; and
we agree to take the number of shares shown
opposite our respective names.
Names and Addresses of Number of shares taken by each
subscribers subscriber
1. ……………………..
2. ………………………
3. ……………………….
Total shares taken
DATED the …… day of ……….20……
Witness to the above signatures:………
TABLE C (section 14)

OF A COMPANY LIMITED BY GUARANTEE
THE COMPANIES ACT 20..
COMPANY LIMITED BY GUARANTEE
OF
[ ]

situated at [ ].

established are-
(a) ……………….;
(b) ………………..
4. The company is a private company.
5. The liability of the members is limited by

guarantee.
6. The income and property of the company shall

be applied solely towards the promotion of its
objects, and no portion of the income or property
shall be paid or transferred directly to the members
of the company except as permitted by or under the
7. Every member of the company undertakes to

contribute to the assets of the company in the event
of its being wound-up while he or she is a member
or within one year afterwards, for payment of the
debts and liabilities of the company contracted
before he or she ceases to be a member, and the
costs, charges and expenses of winding-up, and for
the adjustment of the rights of the contributories
among themselves, such amount as may be
required not exceeding D , so however that the
total amount to be so contributed by all members
shall not be less than D .

we agree to guarantee the payment of the amounts
shown opposite our respective names.
Names, Addresses and Description of Amount guaranteed

guarantors
1…………………………..
2………………………..
3………………………...
Total amount guaranteed
DATED the……………day of……………20……..
Witness to the above signatures:……..

TABLE D (section 14)

OF AN UNLIMITED COMPANY
UNLIMITED LIABILITY COMPANY
OF
[ ]

situated in [ ].

established are-
a)…………………………….;
b)……………………………..;
c)……………………………..
4. The company is a public company.
5. The liability of the company is unlimited.
6. The share capital of the company is D1,000

divided into 1,000 shares of D1 each.

we agree to take the number of shares shown
opposite our respective names.
Names, addresses and description of
subscribers
1. …………………………
2. …………………………...
3. …………………………….
Total shares taken

DATED the ……….day of ……………20…….
Witness to the above signatures:…….
OBJECTS AND REASONS
The Government of The Gambia took the

decision to reform its business registration
system and all processes relating to
business start-up. The objective of the
reform is to establish a Single Window
Business Registry as a One Stop Shop for
all business start-up processes and thereby
improve the Doing Business Environment
and consequently The Gambia’s rank on the
World Bank Doing Business Index.
Another component of the reform process is
the enactment of a new Companies Act to
replace the current Companies Act which
came into force as far back as 1955. Thus
this Bill seeks to modernize The Gambia`s
Companies Act to bring it in line with the
developments of the 21st century.
……………………………………..
HON. MAMA FATIMA SINGHATEH
ATTORNEY GENERAL AND MINISTER OF
JUSTICE

Companies Act 2013

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Companies Act, 2013 1

COMPANIES ACT, 2013

1. Short title and commencement

CHAPTER II - FORMATION AND OPERATION OF COMPANIES

PART I - FORMALITIES OF INCORPORATION

Sub-Part 1 - INCORPORATION OF COMPANIES

5. Right to form a company

Sub-Part 2 - MEMORANDUM OF ASSOCIATION

13. Requirements with respect to the memorandum of a

Sub-Part 3 - NAME OF A COMPANY

15. Name as stated in the memorandum

Sub-Part 4 - ARTICLES OF ASSOCIATION

19. Articles for the regulating of companies

Sub-Part 5 - REGISTRATION OF COMPANIES

21. Documents of incorporation

Sub-Part 6 - CAPACITIES AND POWERS OF COMPANIES

24. Power of companies

Sub-Part 7 - ALTERATION OF MEMORANDUM AND ARTICLE

29. Copies of memorandum issued to embody alterations

PART II - RE-REGISTRATION OF COMPANIES

36. Re-registration of private company to public

PART III - PROMOTERS

40. Persons promoting a company

PART IV ACTS BY OR ON BEHALF OF THE COMPANY

Sub-Part 1- EXERCISE OF COMPANY’S POWER

42. Division of powers between general meeting and board of

Sub-Part 2 - LIABILITY FOR ACTS OF THE COMPANY

44. Acts of general meeting, board of directors or of managing

Sub-Part 3 - CONSTRUCTIVE NOTICE OF REGISTERED DOCUMENTS

47. Abolition of constructive notice of registered documents

Sub-Part 4 - COMPANY’S CONTRACTS

50. Form of contracts

Sub-Part 5 - AUTHENTICATION AND SERVICE OF DOCUMENTS

55. Powers of attorney

PART V MEMBERSHIP OF THE COMPANY

58. Definition of member

Sub-Part 2 - REGISTER OF MEMBERS

62. Register of members

67. Consequences of failure by agent’s default to keep register

Sub-Part 3 - LIABILITY OF MEMBERS

71. Liability of members

Sub-Part 4 - DISCLOSURE OF BENEFICIAL INTEREST IN SHARES

73. Power of company to require disclosure

CHAPTER III SHARE CAPITAL SHARES AND DEBENTURES

PART I - SHARE CAPITAL

Sub-Part 1 - MINIMUM SHARE CAPITAL

78. Authorised minimum share capital

Sub-Part 2 - ALTERATION OF SHARE CAPITAL

79. Alteration of share capital by consolidation, etc.

Sub-Part 3 - REDUCTION OF SHARE CAPITAL

83. Power for unlimited company to provide reserve share

Sub-Part 4 - MISCELLANEOUS MATTERS RELATING TO CAPITAL

91. Duty of directors on serious loss of capital

Sub-Part 1 - NATURE OF SHARES

93. Rights and liabilities attached to shares

Sub-Part 2 - ISSUE OF SHARES

96. Power of companies to issue shares

Sub-Part 3 - ALLOTMENT OF SHARES

103. Authority to allot shares

Sub-Part 4 - COMMISSIONS AND DISCOUNT