COMPANIES ACT: INDEX TO SUBSIDIARY LEGISLATION

(2) All persons who, immediately before the commencement of the Act, performed functions and held responsibilities under the former Act shall continue to perform those functions and hold those responsibilities under the same terms and conditions.

3. Suspension of audit and director’s report requirements for private companies

(1) The operation of Divisions 8.2 and 8.3 of the Act are suspended in relation to a private company until 1st January, 1997.

(2) On and from 1st January, 1997, those Divisions shall apply to a private company as if the Act had commenced on that day.

COMPANIES (RESIDENT DIRECTORS) (NO. 2) ORDER

[Section 280]

Arrangement of Paragraphs

Paragraph

1. Title

2. Exemption on resident directors

3. Revocation of Statutory Instrument No. 16 of 2000

SCHEDULE

SI 32 of 2000.

1. Title

This Order may be cited as the Companies (Resident Director) (No. 2) Order.

2. Exemption on resident directors

The Companies listed in the Schedule to this Order may, to the extent specified in the Schedule have less than the prescribed number of Directors resident in Zambia.

3. Revocation of Statutory Instrument No. 16 of 2000

The Companies (Resident Directors) Order, 2000 is hereby revoked.

SCHEDULE

[Paragraph 2]

Name of Company	Percentage
Konkola Copper Mines Plc	Not less than 30%
Mopani Copper Mines Plc	Not less than 30%

COMPANIES (FEES) (EXEMPTION) (NO. 3) ORDER

[Section 377]

Arrangement of Paragraphs

Paragraph

1. Title

2. Exemption from payment of fees

3. Revocation of Statutory Instrument No. 15 and No. 17 of 2000

SCHEDULE

SI 36 of 2000.

1. Title

This Order may be cited as the Companies (Fees) (Exemption) (No. 3) Order.

2. Exemption from payment of fees

The Companies listed in the Schedule to this Order are hereby exempt from the payment of any fees prescribed by the Act or any regulation made thereunder.

3. Revocation of Statutory Instrument No. 15 and No. 17 of 2000

The Companies (Fees) (Exemption) Order, 2000 and the Companies (Fees) (Exemption) (Amendment) Order, 2000 are hereby revoked.

SCHEDULE

[Paragraph 2]

EXEMPT COMPANIES

Konkola Copper Mines Plc

ZCCM (Smelterco) Limited

Mopani Copper Mines Plc

COMPANIES (FEES) (PARTIAL EXEMPTION) ORDER

[Section 377]

Arrangement of Paragraphs

Paragraph

1. Title

2. Partial exemption from payment of fees

SCHEDULE

SI 35 of 2004.

1. Title

This Order may be cited as the Companies (Fees) (Partial Exemption) Order.

2. Partial exemption from payment of fees

The Company listed in the Schedule to this Order shall, to the extent specified in the Schedule, be exempt from the payment of the fees specified in the Schedule.

SCHEDULE

[Paragraph 2]

Exempt Company	Fees Payable
Luanshya copper mines plc	(a) 30% of the prescribed share capital increase fee; and
	(b) 30% of the prescribed registration charges.

COMPANIES (WINDING-UP) RULES

[Section 401]

Arrangement of Rules

Rule

1. Title

2. Interpretation

3. Presentation of petition

4. Service of petition

5. Hearing of petition

6. Advertisement of petition

7. Statement and affidavit verifying petition

8. Appointment of provisional liquidator

9. Service of petition on contributory or creditor of Company

10. Notice of intention to be heard on petition

11. Affidavits in answer and reply

12. Costs

13. Registration of order

14. Statements of company affairs

15. Appointment of liquidator

16. Liquidator’s report

17. Note of order under section 300 or 301

18. Appointment of shorthand writer

19. Report to court

20. Report of offence

21. Record of examination

22. Misapplication

23. Application of rules

24. List of contributories

25. Holder of fully paid

26. Notice by liquidator

27. Advertisement

28. List open for inspection

29. Application of Act to list

30. Rules for meetings

31. First meeting

32. Method of Governing meeting

33. Validity of proceedings

34. Place of meeting

35. Conduct of meetings

36. Cost of meetings

37. Presiding over meeting

38. Resolutions

39. Minutes

40. Report

41. Voting at meeting

42. Liquidator’s application

43. Dispute of claim

44. Remuneration of liquidator

45. Carrying on of business by liquidator

46. Purchase by liquidator

47. Resignation of liquidator

48. Objection to liquidation account

49. Address for notice

50. Destruction etc. of books and papers

51. Formal defects

52. Application by motion

53. Reference to Registrar of the High Court

54. Taxation

SCHEDULE

SI 86 of 2004.

1. Title

These Rules may be cited as the Companies (Winding-Up) Rules, and shall apply to any winding-up proceeding or judicial management under the Act.

2. Interpretation

In these Rules, unless the context otherwise requires—

“advocate” means an advocate of the High Court for Zambia;

“court” means the High Court;

“creditor” includes a corporation, partnership or firm of creditors;

“judicial manager” means any person appointed by the court to manage or supervise the operations as a receiver;

“Registrar” means the Registrar of Companies appointed under section 366 of the Act.

3. Presentation of petition

(1) A petition under section 271 or section 272 of the Act shall be effected by filing the petition at the principal or district registry of the court accompanied by an affidavit confirming the facts stated therein.

(2) In the case of a petition under section 271, the Petition shall be accompanied by a certificate of the Registrar of the High Court that security has been given as required by that section.

(3) The Registrar of the High Court, on application by a petitioner, set down the hearing for in accordance with the rules and practice of the court.

4. Service of petition

(1) A petition shall, unless presented by any person other than the company, be served at the registered office of the company.

(2) Where there is no registered office, a petition shall be served at the principal or last known principal place of business of the company, if the place can be found, by leaving a copy with any member, officer or servant of the company.

(3) Where a company is being wound up voluntarily, a petition shall be served as set out in sub-rule (1) to (3) and upon the liquidator, if any, appointed for the purpose of winding up the affairs of the company.

5. Hearing of petition

Where a petition has been filed at the principal or district registry, the Registrar of the High Court shall appoint the time and place at which the petition shall be heard.

6. Advertisement of petition

(1) A petition shall be advertised in Form I for seven clear days as follows:

(a) once in the Government Gazette; or

(b) once in a national newspaper of general circulation in the area or in such other newspaper as shall be directed by the court.

(2) The advertisement shall—

(a) state the day on which the petition was presented;

(b) indicate the name and address of the petitioner and of the petitioner’s advocate; and

(c) contain a note at the foot thereof, stating that any person who intends to appear on the hearing of petition, either to support or oppose the petition must send notice of that person’s intention to the petitioner or the petitioner’s advocates.

(3) Any advertisement of a petition for the winding up of a company by the court which does not contain a note as required under paragraph (c) of sub-rule (2) shall be considered irregular and of no effect.

(4) The Registrar of the High Court may extend the time within a petition shall be advertised.

(5) Where a petitioner or the petitioner’s advocate does not advertise the petition within the time set out in sub-rule (1) or within such time as the Registrar of the High Court may permit under sub-rule (4), the court shall, unless it otherwise directs—

(a) cancel the petition; and

(b) remove the petition from the cause list.

7. Statement and affidavit verifying petition

(1) A petitioner or the petitioner’s advocate shall, after the petition has been presented file a statement in Form 2 before the Registrar of the High Court to satisfy the Registrar of the High Court that—

(a) the petition has been duly advertised;

(b) an affidavit verifying the statements therein and an affidavit of service has been duly filed; and

(c) the provisions of these Rules as to petitions for winding up a company have been duly complied with by the petitioner.

(2) The court shall not make an order for the winding up of a company where a petitioner has not, prior to the hearing of the petition, filed a statement before the Registrar of the High Court in accordance with sub-rule (1).

8. Appointment of provisional liquidator

(1) Where a petition for the winding up a company has been presented to a court, a creditor, petitioner, contributory or a company make an application ex parte, supported by an affidavit stating sufficient grounds for the appointment of a provisional liquidator.

(2) The court may, if it thinks fit and upon such terms as in the opinion of the court shall be just and necessary, make the appointment applied for under sub-rule (1).

(3) Where the court makes an order, ex parte, for the appointment of a provisional liquidator, the court shall, not later than three days after the order granted ex parte, appoint a return date for the inter parte hearing.

(4) The court may, on the inter parte hearing confirm, vary or discharge the order of appointment of a provisional liquidator granted ex parte on such terms and conditions as the court may consider fit.

(5) An order appointing a provisional liquidator shall state the nature and description of the property of which the provisional liquidator is ordered to take possession and the duties to be performed by the provisional liquidator.

(6) Subject to any order of the court, where—

(a) an order for the winding up of a company is not made on the petition;

(b) an order for the winding up of a company is rescinded; or

a provisional liquidator shall be paid out of the property of a company all the costs, charges and expenses reasonably incurred during the exercise of duties as provisional liquidator and may retain our of the property the amount of the costs, charges or expenses.

9. Service of petition on contributory or creditor of Company

A petitioner or the petitioner’s advocate shall furnish any contributory or creditor of a company with a copy of the petition.

10. Notice of intention to be heard on petition

(1) A person who intends to appear on the hearing of a petition shall file into the court a notice of that person’s intention in Form 3 set out in the Schedule.

(2) A notice filed under sub-rule (1) shall contain the address of the person intending to be heard on the petition and be signed by the person filing it or that person’s advocate and shall be served on a petitioner or the petitioner’s advocate at least two days before the hearing of the petition.

11. Affidavits in answer and reply

(1) An affidavit in opposition or answer to a petition that a company be wound up or be subject to the supervision of the court shall be filed in court and served on the petitioner or the petitioner’s advocate at least within three days of the petition being filed.

(2) An affidavit in reply to any affidavit filed in opposition to a petition shall be filled in court within three days of the date on which notice of the affidavit in opposition is received by the petition or the petitioner’s advocate.

12. Costs

Any costs or charges incurred and all advances made by the Registrar of the High Court on account of the company, and any costs and charges incurred by the Registrar of the High Court in connection with a company under supervision or management of the court shall, subject to any order of the court, be costs in the winding-up or judicial management, as the case may be.

13. Registration of order

(1) An officer of the company who receives a copy of a winding up order transmitted to the officer in terms of section 279 of the Act shall register the order with the Registrar and indicate thereon the day and hour the order was received.

(2) A Sheriff shall, where the Registrar of the High Court so directs, attach the moveable assets of a company and in doing so shall follow the procedure laid by the Bankruptcy Act.

(3) A Sheriff shall transmit to the Registrar of the High Court without delay an inventory of all property attached by the sheriff and known to belong to the company being wound up.

(4) Where a liquidator is in office, the Registrar of the High Court shall not direct the sheriff to attach the property of a company unless, upon the application of the liquidator, or for some special reason, the Registrar of the High Court considers it necessary to do so.

(5) Any charges or expenses incurred by the sheriff in effecting an attachment shall be in accordance with the scale of charges and expenses for the time being in force and shall be treated as the sheriff’s cost under sub-section (2) of section 352 of the Act.

14. Statements of company affairs

(1) Any person who is required to submit and verify a statement under sub-section (3) of section 287 of the Act as to the affairs of the company, shall receive from the Registrar of the High Court notice to prepare the statement of the company in Form 4 set out in the Schedule.

(2) A statement of affairs of a company shall be made in Form 5 set out in the Schedule and shall be accompanied by an affidavit set out in Form 6 of the Schedule.

(3) The Registrar of the High Court may require any person to whom a notice has been issued under sub-rule (1)—

(a) to attend on the Registrar of the High Court before or after the statement of affairs has been submitted at such times and places as the Registrar of the High Court may appoint; and

(b) to provide the Registrar of the High Court with such information as the Registrar of the High Court may require.

(4) A person to whom sub-rule (1) applies shall not claim any costs or expenses in or related to the preparation or making of a statement unless the person prior to the preparation or making of the statement, submits to the Registrar of the High Court an estimate of the costs and expenses which that person is intending to incur and the Registrar of the High Court authorises such costs and expenses.

(5) Any costs or expenses incurred without the prior authorisation of the Registrar of the High Court under sub-rule (4) shall not be reimbursed.

15. Appointment of liquidator

(1) The Registrar of the High Court shall appoint a Liquidator in accordance with section 282 of the Act and where the court does not appoint a liquidator, the liquidator shall be appointed under the provisions of sub-sections (2), (3) and (4) of section 282 of the Act.

(2) Any liquidator appointed under sub-rule (1) shall give notice of the appointment to the Registrar in Form 7 set out in the Schedule.

16. Liquidator’s report

(1) A report of the liquidator or officer of the company pursuant to section 301 of the Act may be presented by—

(a) counsel;

(b) any person designated by the liquidator or officer; or

(c) where the examination is by the Registrar of the High Court as required by sub-section (5) of section 300 or sub-section (9) of section 301 of the Act, any person designated by the Registrar of the High Court under cover of a letter.

(2) Notwithstanding sub-rule (1) the court may refer the officer or liquidator’s report to the liquidator, officer or Registrar of the High Court and require that such report shall be presented through counsel.

17. Note of order under section 300 or 301

(1) Where the court makes an order under section 300 or 301 of the Act directing any person to attend a public examination, notice of the order and of the time and place appointed for the holding of the examination shall be served through a sheriff.

(2) The Registrar of the High Court shall give public notice of the time and place appointed for the holding of a public examination by advertisement in the Gazette and any newspaper of general circulation in the area as the court may direct.

18. Appointment of shorthand writer

(1) Where the court or the person before whom any examination under the Act and these Rules is directed to be held is in any case and at any stage of the proceedings of the opinion that it is desirable that a person, other than the person before whom the examination was taken, should be appointed to take down the evidence of any person examined, in shorthand or otherwise, the court or the person examined may appoint a shorthand writer in Form 8 set out the Schedule.

(2) The shorthand writer appointed under sub-rule (1) shall be paid such money as the court shall determine and the money shall be part of the costs in the winding-up of a company.

19. Report to court

(1) Where a person examined before the Registrar of the High Court or an officer who has no power to commit for contempt of court refuses to answer to the satisfaction of the Registrar of the High Court or the officer any question which may lawfully be put to that person the Registrar of the High Court or the officer shall report the refusal to the court, and upon receipt of the report, the person in default shall be in the same position and be dealt with in the same manner as if that person had made default in answering before the court.

(2) A report made under sub-rule (1) shall be made in Form 9 set out in the Schedule.

(3) The Registrar of the High Court or officer shall furnish a copy of the report to the person examined.

20. Report of offence

Where in the course of an examination before a Commissioner for the purpose of taking evidence under the Act, or in the course of an examination before an officer, it appears that any person has committed an offence, the Commissioner or the officer shall when sending the record of examination to the Registrar of the High Court state in wiring the facts in evidence that appear to the Commissioner or officer to constitute the offence and thereupon the Registrar of the High Court shall submit the matter to the Director of Public Prosecutions.

21. Record of examination

(1) The record of examination of witnesses under the Act and these Rules shall be filed in the office of the Registrar of the High Court and with the exception of the record of a public examination, shall not be open to inspection by any person other than the liquidator or the liquidator’s advocate unless the court otherwise directs.

(2) The court may give general or special directions to the Registrar of the High Court as to the custody and inspection of nay record and the furnishing of copies or extracts therefrom.

(3) Any person who discloses any information obtained from the record to any person for whose inspection the record is not open commits the offence of contempt of court.

22. Misapplication

(1) Subject to this Rule and to any order or directions to the court as to the manner and extent to which each record shall be used and subject to all just exception to the admissibility in evidence against any particular person or persons of any of the statements contained in the record, where an—

(a) order has been made for the public examination of persons named in an order, pursuant to section 300 or section 301 of the Act; or

(b) examination takes place before the Registrar of the High Court or an officer;

and it appears from the examination that the persons examined or some of them have misapplied or retained or become liable or accountable for any money or property of the company, or have committed the offence off misfeasance or breach of trust in relation to the company or any creditor of the company, in any proceedings subsequently instituted under section 300 or 301 of the Act, for the purpose of examining into the conduct of the persons, or any one of them, and compelling repayment or restitution to the company of any money or property or contribution by way of compensation to the associates of the company by the persons or any of them, the record of the examinations of each person who has examined shall be admissible in evidence against any of the person against whom the application is made, who has or had the opportunity of being present at and taking part in the examination.

(2) Any person intending to use the record of an examination on an application referred to in sub-rule (1) shall, not less than 15 days before the day appointed for hearing the application, give notice of the intention to each person against whom it is intended to use the record or any part thereof, specifying the part which is intended to the read against that person, and furnish that person with copies thereof, except the record of the persons under depositions.

(3) Any person against whom the application is made under this rule shall be at liberty to cross-examine or re-examine any person the record of whose examination is read.

23. Application of rules

The rules as to lists of contributories and calls set out in rules 24 to 29 shall apply to winding-up by the court.

24. List of contributories

(1) A liquidator shall, prepare a list in alphabetical order of the contributories of the company and shall set opposite the name of each contributory—

(a) the contributor’s address and the number of shares, with their distinctive numbers for which the liquidators has placed the contributory on the list on the list; and

(b) where a call is to be made, the name of each contributory to be included in the call, the amount of the call to be made upon the contributory, and the number of the shares, with their distinctive numbers, in respect of which it is proposed to make the call.

(2) A liquidator shall in the preparation of the list—

(a) observe the requirements of section 265 of the Act as regards representative contributories; and

(b) distinguished between contributories who are current members of the company, including present members and those who are past members where it is ascertained that there is unsatisfied debt or liability for which under the Act past members are liable and that at the present members are unable to satisfy the contributions required to be made by them in pursuance of the Act.

(3) The list of current and present members who are contributories shall be referred to as the “CM” list and that of past members shall be referred to as the “PM” list.

25. Holder of fully paid

A liquidator shall not include a holder of fully paid up shares in the list of contributories referred to in rule 24 unless there is or is likely to be a surplus for distribution among the shareholders.

26. Notice by liquidator

(1) A liquidator shall give notice to any person whose name appears on the list of contributories stating—

(a) in what character, that is, whether as a past or current member, in the person’s own right or as a representative of the company, the contributory is liable for the debts of the company;

(b) for what numbers of shares with their distinctive numbers the contributory has been replaced on the list;

(c) where a contributory will be included in a call, the amount of the call to be made upon the contributory and the number of shares with their distinctive numbers, in respect of which it is proposed to make the call upon the contributory;

(d) the date upon which application will be made to the court to settle the list of contributories of call; and

(e) the period during which the list will be lying open for inspection with the Registrar of the High Court at the time within which any objection thereto may be lodged within which any objection thereto may be lodged with the Registrar of the High Court.

(2) Where a contributory has supplied to the company an address within Zambia for purposes of receiving notices, hereinafter referred to as “the registered address”, any notice sent to that address shall be sufficient.

(3) A liquidator shall, before giving the notice referred to under sub-rule (2), consult the Registrar of the High Court in regard to the date of the application to settle the list.

27. Advertisement

(1) A liquidator shall give notice by advertisement in the Gazette stating that—

(a) the list will be open in the office of the Registrar of the High Court for inspection by alleged contributories for a period of 21 days from the date of publication of the notice, or for such longer period as the Registrar of the High Court shall direct not being less that 11 weeks were any alleged contributory is resident outside Zambia.

(b) during the period stipulated under paragraph (a) objections to the list may be lodged with the Registrar of the High Court in writing and in triplicate; and

28. List open for inspection

(1) The liquidator shall, on a date approved by the Registrar of the High Court make an application to the court for settlement of the list.

(2) The court shall, in considering the application by the liquidator, the report form the Registrar of the High Court and the objections thereto, settle the list or direct the liquidator to proceed by the way of summons or make such other order as the court considers just.

(3) Without prejudice to any power of the court to resettle a list as justice may require, the list of contributories settled by the court shall be the list of contributories of the company.

29. Application of Act to list

(1) The provisions of sub-section (2) and (6) of section 80, section 265 and 267 of the Act shall apply to a list of calls settled under rule 28 as though a list so settled were an order made by the court on the contributories mentioned therein.

(2) A list shall enforceable at the option of the liquidator by writ of execution taken out in the court or before the Registrar of the High Court for the District, in which the contributory resides, or partly in one and partly in the other.

30. Rules for meetings

Unless the context otherwise requires, the rules as to meetings sets out in rule 31 to 42 shall apply under Part XII of the Act, but shall take effect as to the meetings held by direction of the court, subject to any express directions of the court.

31. First meeting

The first meeting of creditors and contributories shall be held not later than 60 days after the final winding-up order.

32. Method of Governing meeting

(1) A meeting of the creditors shall be convened in—

(a) winding-up by the court, in the manner provided by the law relating to insolvent estates;

(b) voluntary winding-up, whether by members or creditors, by giving at least ten day’s notice of the meeting of the creditors by advertisement once in the Gazette and once at least in two newspapers of general circulation in the district where the registered office or principal place of business of the company is situate;

(c) winding up supervised by the court, in such manner as the court, or, failing the court, the Registrar of the High Court shall direct.

(2) A meeting of the contributories shall be convened—

(a) in winding-up by the court as follows:

(i) the first meeting shall be convened by the liquidator;

(ii) in the manner provided by the law relating to insolvent estates:

Provided that the Registrar of the High Court may direct that the same notice be given to contributories as is required under this sub-rule in the case of meetings of contributories in a voluntary winding-up;

(b) in voluntary winding up by the liquidator, by giving not less than 10 day’s notice of the time and place of the meeting by advertisement in the Gazette, and by sending not less than 10 days’ before the day appointed for the meeting, notice of the time and place of the meeting to every person appearing in the company’s books or otherwise as a contributory of the company.

(3) A notice required to be sent under paragraph (b) of sub-rule (2) to any person shall be sent to the person’s registered address, or to such other address within Zambia or elsewhere as may be known to the liquidator.

(4) Any meeting of a company under the supervision of the court shall be convened in such manner as the court or the Registrar of the High Court may direct.

33. Validity of proceedings

Where a meeting of creditors or contributories is summoned by a personal notice, the proceedings and resolutions at the meeting shall, unless the court otherwise orders, be valid, notwithstanding that some creditors or contributories may not have received the notice sent to them.

34. Place of meeting

(1) Meetings of creditors or contributories shall be held at such place as is in the case of a—

(a) winding-up by the court or supervision of the court, in the opinion of the Registrar of the High Court; or

(b) voluntary winding-up in the opinion of the liquidator; most convenient for the majority of the creditors or contributories or both.

(2) Different times or places or both may, if the court or Registrar of the High Court think it expedient, be named for the meetings of creditors and for the meeting of contributories.

35. Conduct of meetings

Subject to rules 31 and 32, a liquidator shall, where required—

(a) by creditors having in value one-twentieth of the votes of all creditors who have proved their claims;

(b) by contributories holding one-twentieth of the voting power of contributories; or

summon and conduct general meetings; hereinafter called “liquidator’s meetings”, of creditors and contributories for the purpose of ascertaining their wishes in all matters relating to the winding-up.

36. Cost of meetings

(1) The cost of summoning any meeting of creditors or contributories, at the instance of any person other than the Registrar of the High Court or liquidator, shall be paid by the person at whose instance the meeting is summoned who shall before the meeting is held, deposit with the liquidator such some of money as the liquidator may determine as security for the payment of the costs.

(2) Where by the Act or these Rules notice of meeting is required to be sent, whether to creditors or contributories, the costs of summoning the meeting, including all disbursements for printing, stationery, postage and the hire of rooms, shall be calculated at the rate of each creditor or contributory to whom notice is required to be sent, as determined by the Registrar of the High Court.

(3) The Costs of the meeting shall be repaid out of the assets of the company if the court shall by order direct, or if the creditors or contributories, whichever is the body affected by the payment, shall by resolutions so direct.

37. Presiding over meeting

(1) Any meeting of creditors or contributories in a winding-up by the court shall be presided over by the Registrar of the High Court or a High Court or an officer appointed by the Registrar of the High Court in like manner as provided by section 15 and 97 of the Bankruptcy Act for holding of meetings in insolvent estates:

Provided that where meetings of creditors and contributories are not held at the same place, the liquidator shall chair the meeting of the contributories.

(2) The Chairperson of a meeting held by direction of the court shall be such person as the court shall appoint:

Provided that the court may appoint a chairperson merely for the purpose of receiving and scrutinising the powers of attorney or proxies intended for use at the meeting with power to the meeting either to confirm the appointment of such chairperson or to elect some other person in that place.

38. Resolutions

(1) At a meeting of creditors in any winding-up any resolution shall be put to the vote and the votes thereon shall be taken and counted in like manner at a meeting convened for the transaction of similar business.

(2) At a meeting of contributories in any winding-up, a resolution shall be deemed to be passed when majorities in value of contributories present personally or by proxy have voted in favour of the resolution, the value of the contributories being determined according to the number of votes conferred on each contributory by the articles.

(3) A provisional liquidator shall without notice, or, where there is no provisional liquidator, the secretary, any Director, or other officer of the company, upon receiving 10 days’ notice thereof from the Registrar of the High Court, attend at the meeting with the books of the company, and to give the chairperson all information the chairperson may require as to the shareholdings of each contributory and so to the votes conferred on each contributory, by the articles.

(4) A secretary, Director or other officer of the company who fails to comply with a notice issued under sub-rule (3) shall be deemed to be in contempt of court.

39. Minutes

(1) Minutes shall be kept of the proceedings at any meeting of the creditors or contributories, and shall be signed by the presiding officer or chairperson.

(2) The original minutes of all meetings in a winding-up by the court, in a voluntary winding-up or under supervision of the court shall be filed in the Registrar of the High Court’s office.

(3) Where meetings are not held before the Registrar of the High Court, the minutes shall be transmitted to the Registrar of the High Court by the presiding officer or chairperson within 14 days from the date of the meeting.

40. Report

(1) A liquidator shall, not later than 90 days after the date of the liquidator’s appointment, submit to a general meeting of creditors and contributories a report—

(a) as to the amount of capital issued, subscribed and paid up and the estimated amount of assets and liabilities of the company;

(b) where the company has failed, as to the causes of the failure;

(c) whether in the opinion of the liquidator, further enquiry is desirable as to any matter relating to the promotion, formation or failure of the company, or the conduct of its business;

(d) Whether the company has kept the books and accounts required by the Act and stipulated in paragraph (b) of sub-section (3) of section one hundred and 73 of the Act, and, if not, in what respect such requirement has not been complied with;

(e) As to the progress and prospects of the Liquidation; and

(f) As to any other matter, which the liquidator may, think fit or in regard to which the liquidator ma require direction from the creditors or the contributories.

(2) The report of the liquidator shall be annexed to the minutes of the meeting at which it is presented and the liquidator shall attach to the report two copies thereof.

41. Voting at meeting

(1) At any meeting of creditors or contributories, a creditor or contributory may vote personally or by an agent specially authorised thereto or acting under a general power of attorney thereto.

(2) A power of attorney or proxy intended to be used at any meeting of contributories shall be lodged with the presiding officer or chairperson not later than 24 hours before the advertised time of the meeting at which it is to be used.

(3) Where a power of attorney or proxy is not deposited with the presiding officer or chairperson as required under sub-rule (2), the proxy or power of attorney shall be invalid for the purpose of voting at the meeting.

42. Liquidator’s application

(1) A liquidator’s application to court for direction under sub-section (3) of section 290 of the Act or for leave to exercise any of the powers referred to in section 289 of the Act, shall be made by petition or summons ex parte.

(2) A liquidator shall indicate in the petition in addition to other relevant matters the steps, if any, taken to ascertain the wishes of creditors and creditors and contributories in regard to the matter of the application.

(3) Where a matter has been submitted to a meeting of creditors or contributories, the liquidator shall attach to the petition a copy of the minutes of the proceedings of the meeting or so much thereof as shall be relevant to the application.

(4) Any application for leave to do any act or to exercise any power which under sub-section (3) of section 290 of the Act is power of the Registrar of High Court to authorise, shall not be made to the court unless the Registrar of High Court has refused to give directions in regard thereto.

(5) The Registrar of the High Court shall forward an application made under this rule to the Judge for the Judge’s report before setting down the same for hearing.

43. Dispute of claim

(1) Where a liquidator disputes a claim, the liquidator shall—

(a) report to the Registrar of the High Court the reasons for disputing the claim;

(b) forward to the creditor a copy of the reasons as submitted to the Registrar of the High Court;

(c) give notice to the creditor that the liquidator is to show cause to the Registrar of the High Court, within 14 days, or within such longer period as the Registrar of the High Court may allow upon the application of the liquidator why the claim shall not be expunged or reduced; and

(d) certify to the Registrar of the High Court that the liquidator has done according to paragraph (b).

(2) Where a creditor disputes the liquidator’s contentions, the creditors shall show cause to the Registrar of the High Court in writing and shall forward to the liquidator copies of any documents submitted by the creditor to the Registrar.

(3) Where the liquidator receives copies of documents submitted to the Registrar of the Registrar of the High Court under sub-rule (2), the liquidator shall submit any remarks on the documents in writing to the Registrar of the High Court.

44. Remuneration of liquidator

Except as provided by the Act or these Rules, a liquidator shall not under any circumstances make any arrangement for, or accept from any attorney, auctioneer, or any other person, whether connected with the company of which he is liquidator or not, or from any person who is employed in or in connection with the winding-up of the company, any gift, remuneration or pecuniary or other consideration of the company beyond the remuneration to which under the Act the liquidator is entitled as liquidator, and the liquidator shall not make any arrangement for giving-up or give up any part of remuneration to any attorney, auctioneer or other person.

45. Carrying on of business by liquidator

Where a liquidator carries on the business of a company the liquidator shall not, without the express sanction of the court, purchase goods for the carrying on the business from any person whose connection with the liquidator arises out of the liquidator of the company and is of such nature as would result in the liquidator obtaining any portion of the profit arising out of the transaction.

46. Purchase by liquidator

(1) Except by leave of the court, the liquidator shall not, while acting as liquidator, either directly or indirectly, by himself or any partner, clerk, agent, servant or the spouse of the liquidator, purchase any part of the company’s assets.

(2) Any purchase made contrary to the provisions of this rule shall be set aside by the court on the application of the Registrar of the High Court or any creditor or contributory, and the court may make such order as to costs as the court thinks fit.

47. Resignation of liquidator

(1) Where a liquidator in a winding-up by the court intends to resign, the liquidator shall, when applying to the account to the Registrar of the High Court or court to be relieved of office, account to the Registrar for the administration as nearly as may be up to the date of the intended resignation and shall, if the Registrar of the High Court so requires, summon separate meetings of the creditors and contributories of the company to decide whether do or do not oppose the acceptance of the resignation.

(2) Where a vacancy occurs by death, resignation or otherwise in the office of liquidator appointed by the creditors voluntary winding-up, the Registrar of the High Court shall convene a meeting or creditors for the purpose of filling the vacancy.

48. Objection to liquidation account

(1) Any person objecting under sub-section (1) of section 292 of the Act to the confirmation of an account shall submit the objection in writing to the Registrar of the High Court and forward to the liquidator a copy thereof with copies of any documents submitted to the Registrar of the High Court in support of the objection.

(2) The liquidator shall submit to the Registrar of the High Court the liquidator’s remarks in writing in duplicate, and the Registrar of the High Court may refer them to the person objecting or require, if the Registrar of the High Court thinks it advisable, the attendance of the liquidator or the person objecting.

49. Address for notice

(1) Where under these Rules, notice is required to be sent to a contributory or alleged contributory, the liquidator shall send the notice to the last known registered address of the contributory.

(2) Notice sent by prepaid registered post shall be sufficient.

(3) An affidavit by the liquidator or the liquidator’s clerk, the receiver, judicial manager or the manager’s clerk, that a notice has been duly sent shall be sufficient evidence of the sending of a notice by the liquidator or the judicial manager, as the case may be.

50. Destruction etc. of books and papers

(1) In a winding-up by the court, the Registrar of the High Court may, on the application of the liquidator, direct that such of the books, papers and documents of the company, or of the liquidator, as are no longer required, be sold, destroyed or otherwise disposed of.

(2) The Registrar of the High Court shall have power to disallow all charges and expenses, which appear to the Registrar of the High Court to be excessive.

(3) The liquidator shall be personally responsible for all payments made by the liquidator to an agent without the sanction of the Registrar of the High Court.

51. Formal defects

No proceedings under the Act or under these Rules shall be invalidated by any formal defect or irregularity under these Rules unless the court before which the objection is made is of the opinion that substantial injustice has been caused by the defect or irregularity, and that the injustice cannot be remedied by any order or the court.

52. Application by motion

(1) Any application made by the Registrar of the High Court of the court under the Act or these Rules shall be by motion.

(2) Any report or statement by the Registrar of the High Court may be made in writing without an affidavit.

53. Reference to Registrar of the High Court

Where an application is made to the court to review any decision, ruling, order, appointment or taxation by the Registrar of the High Court, the Registrar of the High Court shall before settling down the application, refer the same to the Judge for the Judge’s report.

54. Taxation

(1) Any bill of legal costs or charges arising out of a liquidation under a winding-up, by the court, or under a creditor’s voluntary winding-up, shall not be paid by the liquidator unless the bill has been taxed.

(2) All costs which are not the subject of taxation by the taxing master of the court shall be taxed by the Registrar of the High Court of court according to the tariff framed under section 121 of the Bankruptcy Act, or such tariffs as may be promulgated by the Chief Justice.

SCHEDULE

FORM 1

[Rule 6(1)]

In the High Court for Zambia

At the Principal Registry

At Lusaka

(Civil Jurisdiction)

In the matter of: XYZ Limited

And in the matter of …………………………………………… The Companies Act

ADVERTISEMENT OF PETITION

1. State name of company winding-up
2. State full name and address of Petitioner
3. Insert name of district
4. Signature of Petitioner

[Petition to wind up the above-named Company1]
Presented on …………………. day of …………………… 20 .. By2………………………… of ……………………………. claiming to be a [creditor][contributory] of the company will be heard at the High Court of Zambia at3………………….. before the Honourable Mr/Mrs/Ms Justice, ……………………… sitting at ………………….. on the day of 20… Any creditor or contributory wishing to oppose or support must ensure that written notice reaches the undersigned by ……………………………… hours. On the …………………………………………… day of …………………… 20… A copy of the Petition will be supplied by the undersigned on payment of the prescribed charge .……………………………………………………………. Signed4

FORM 2

[Rule 7(1)]

In the High Court for Zambia

At the Principal Registry

At Lusaka

(Civil Jurisdiction)

In the Matter: XYZ Limited

And in the matter of: ……………………………………………………… The Companies Act

CERTIFICATE THAT RELEVANT PROVISIONS OR RULES HAVE BEEN COMPLIED WITH

Winding up Petition presented on the ……………… day of …………………… 20…

I certify that the above-mentioned petition which will be heard on the ……………. day of …………………. 20…… was served in accordance with the provisions of Rule 4.

Signed: ………………………………..

Date: ……………………………………..

Name in BLOCK LETTERS …………………………………………………………………

FORM 3

[Rule 10]

In the High Court for Zambia

At the Principal Registry At Lusaka

(Civil Jurisdiction)

In the Matter of: XYZ Limited

And in the matter of ………………………… The Companies Act

NOTICE OF INTENTION TO APPEAL ON PETITION

Winding up petition presented on the ………………………….day of…………………….20…………..

To be heard on the ……………………day of……………………………………..20……………………………..

1. Insert full name and address, or if a firm, the name and address of firm

2. Delete as applicable If creditor or Contributor’s Advocate or other Agent please give Name and address of firm and insert Names(s) and address (es) of Petitioner(s) Advocate

TAKE NOTICE that 1 …………………………. a creditor for K…………………[Or a contributory of the above-named Company holding …………. shares in the Company] intends to appear on the hearing of the above-mentioned petition to [support] [oppose]2 it.Signed: ……………. Date: …………………………. ………………………………………………….………………………………………………………………………………………………………..………………………………………………………………………………………………………..…………………………………………………………………………………………………………………………………………………………………………………………………………………..………………………………………………………………………………………………………..………………………………………………………………………………………………………..………………………………………………………………………………………………………..………………………………………………………………………………………………………..………………………………………………………………………………………………………..…………………………………………………………………………………………………………………………………………………………………………………………………………………..………………………………………………………………………………………………………..………………………………………………………………………………………………………..………………………………………………………………………………………………………..……………………………………………………………………………………………………………………………………….
Telephone No. ………………………………………………….

FORM 4

[Rule 14(1)]

In the High Court for Zambia

At the Principal Registry

At Lusaka

(Civil Jurisdiction)

IN THE MATTER OF: XYZ LIMITED

And in the matter of: …………………… The Companies Act

NOTICE REQUIRING PREPARATORY AND SUBMISSION OF STATEMENT OF COMPANY’S AFFAIRS

To A winding up order was made against the Company on the day of 20………………. And under the powers given to the official receiver by section 287(3) of the Companies Act. I now require you to prepare and submit to me a statement of the Company’s affair, with a copy by the ………………………. day of ………… 20……. This statement of affairs should be made up as at the day of ……………………….. 20……. the date of the winding up order. A similar notice has been sent to each of the following persons:

Insert full name and address of person required to submit statement of affairs. Insert names of persons to receive notices

FORM 5

[Rule 149(1)]

In the High Court for Zambia

At the Principal Registry

At Lusaka

(Civil Jurisdiction)

IN THE MATTER OF: XYZ LIMITED

And in the matter of: ……………………………. The Companies Act

STATEMENT OF AFFAIRS

On the ………………… day of …………… 20…… the date of the winding-up order (or date directed by the official receiver).

Show the Company’s current financial position by completing all the pages of this form, which will then be your statement of the Company’s affairs.

FORM 6

[Rule 14(2)]

In the High Court for Zambia

At the Principal Registry

At Lusaka

(Civil Jurisdiction)

IN THE MATTER OF: XYZ LIMITED

And in the matter of: ………………………. The Companies Act

AFFIDAVIT

This Affidavit must be sworn or affirmed before the Commissioner for oaths or an officer of the Court duly authorised to administer oaths when you have completed the rest of this form.

I (insert full names and occupation) of (full address)

Make oath and say that the several pages exhibited hereto and marked are to the best of my knowledge and belief a full, true and complete statement as to the Company as at the date of the winding up (or the date directed by the official receiver) and that the said Company carried on business as …………………………………….

…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

Sworn at ………………………………………………………………………………………………………………………….

Dated the ………………… day of ……………………………. 20……

Signature ………………………………………….

Before me: …………………………………………

Commissioner for Oaths ……………………………

SUMMARY OF ASSETS

Assets	Book Value K	Estimated to realize K
Assets specifically pledged-
Assets not generally pledged
Estimated total available for Preferential creditors

Signature: ……………………………………………. Date: ………………………

SUMMARY OF LIABILITIES

A-1

Estimated total assets available for Preferential creditors (carried from page A)	Estimated to realise (K)
Liabilities
Preferential creditors
Estimated deficiency/surplus as regard preferential creditors
Debts secured by floating charge
Estimated deficiency/surplus of assets available for non-preferential
Creditors
Non-preferential claims
Issued and called up capital
Estimated total deficiency/surplus as regards members
Estimated total deficiency/surplus as regards members
Signature …………………………..	Date: ……………………………

COMPANY CREDITORS

Note: You must identify creditors under line purchase, chattel leasing or conditional sale agreements and customers claiming amounts paid in advance of the supply of goods or services and creditors claiming retention of title over property in the Company’s possession.

Name of creditors or claimant	Address (with post code and physical)	Amount of debt (K)	Details of any security		Date security given	Value of security (K)

SHAREHOLDERS

NOTE: If more convenient a list of the Company’s shareholders may be attached to this page

No.	Name of shareholder	Address postal and physical	Type of share held (K)	Normal amount of shares	Number of shares held (K)	Amount per share called up	Total amount called up (K)

Signature:………………………………………………. Date:………………………………………………………..

FORM 7

[Rule 15(2)]

NOTICE OF APPOINTMENT OF LIQUIDATOR IN WINDING UP BY THE COURT

To: The Registrar of Companies

Company Number ………………………..

Name of Company Secretary …………………………………………

………………………………………………………………………………………………. Limited

1. State full name and address of applicant
2. Insert name of Company being Liquidated

Give notice that on……………………….day of…………………20…I/we/was/were appointed liquidator(s) of……………………… Dated Signed (By each liquidation if more than one)
Name(s) in BLOCK LETTERS

Presenters

………………………………………………….

Name and Reference

………………………………………………….

FORM 8

[Rule 18(1)]

APPOINTMENT OF SHORTHAND WRITER TO TAKE EXAMINATION

1. State full name and address of applicant(s) Upon the Application ………….

2. State full name and address of appointee The Court appoints ……………

of ……………………………………………………………………………. to take down written record of the examination under Rule 18 of the Company’s winding up rules.

FORM 9

[Rule 19(2)]

REPORT TO THE COURT WHERE PERSON EXAMINED REFUSES TO ANSWER TO SATISFACTION OF REGISTRAR OF OFFICER

1. Insert name of person ordered to attend	At the examination of ………………. held before me this …………………… day of 20… the following question was allowed by me to be put to the said ……………………..
2. Here state the question	question…………………… the said………………… Refusal to answer the said question, or the said……………….. answered the said question as
3. Here insert answer (if any)	follows…………………
	I thereupon named the …………… day of ………….. 20… at ………………….. hours as the time and place for such (refusal to)
4. Insert name of Judge to whom Report being made	answer to be reported to the Hon. Mr. Justice………………………..

Dated this …………… day of …………………… 20………

…………………………………………..
Registrar

(or officer as the case may be)

COMPANIES (GENERAL) REGULATIONS

[Section 375]

Arrangement of Regulations

Regulation

1. Title

2. Interpretation

3. Numerical value for small private company

4. Particulars to be entered in Register of Companies

5. Additional information to be entered in Register of Beneficial Owners

6. Part of Registers kept outside Zambia

7. Additional particulars of instrument by which charge is created

8. Permitted hours to inspect Registers, documents etc.

9. Remuneration of assessors

10. Access to beneficial ownership information

11. Rules relating to identification, verification and disclosure of beneficial ownership

SI 14 of 2019.

1. Title

These Regulations may be cited as the Companies (General) Regulations.

2. Interpretation

In these Regulations unless the context otherwise requires—

“Act” means the Companies Act, 2017; and

“Register of Companies” means the Register of Companies kept and maintained at the Agency in accordance with section 21 of the Act.

3. Numerical value for small private company

A small private company is a company—

(a) whose total investment, excluding land and buildings in the case of a—

(i) manufacturing company, does not exceed 1,666,667 fee unit; or

(ii) company that deals in trading or the provision of services, does not exceed 1,000,000 fee units;

(b) whose annual turnover does not exceed eight hundred thousand kwacha; and

4. Particulars to be entered in Register of Companies

The Registrar shall enter the following particulars in the Register of Companies—

(a) in respect of the company—

(i) registration number;

(ii) date of incorporation;

(iii) type of incorporation;

(iv) the main and other business activities;

(v) nominal capital in the case of a company limited by shares and an unlimited company;

(vi) guaranteed amount in the case of companies limited by guarantee;

(vii) the registered place of business;

(viii) postal address, phone number and e-mail address;

(ix) registered charges and mortgages;

(x) list of directors;

(xi) list of members;

(xii) annual returns filed;

(xiii) list of company secretaries; and

(xiv) list of beneficial owners;

(b) in respect of each director—

(i) full names as they appear on the relevant official identification documents;

(ii) date of birth;

(iii) nationality or nationalities;

(iv) identity type;

(v) national registration card number in respect of a Zambian citizen or resident or identification number of a non-Zambian citizen as it appears on official identification documents;

(vi) country of residence;

(vii) gender;

(viii) phone number;

(ix) e-mail address; and

(x) residential address;

(i) full names;

(ii) date of birth;

(iii) nationality;

(iv) identity type;

(v) national registration card number in respect of a Zambian citizen or resident or identification number of a non-Zambian citizen as it appears on official identification documents;

(vi) country of residence;

(vii) gender;

(viii) phone number;

(ix) e-mail address;

(x) residential address;

(xi) number of shares owned: and

(xii) class of shares owned;

(d) in respect of a shareholder who is a legal person—

(i) full names;

(ii) date of incorporation;

(iii) country of incorporation;

(iv) registration number;

(v) registered place of business;

(vi) number of shares owned; and

(vii) class of shares owned;

(e) in respect of each beneficial owner—

(i) full names;

(ii) date of birth;

(iii) nationality;

(iv) country of residence;

(v) gender;

(vi) residential address;

(vii) number of shares owned;

(viii) class of shares owned; and

(ix) nature of beneficial ownership;

(f) in the case of a company limited by guarantee, the following particulars of each guarantor who is a natural person—

(i) full names;

(ii) date of birth;

(iii) nationality;

(iv) country of residence;

(v) national registration card number in respect of a Zambian citizen or resident or identification number of a non-Zambian citizen as it appears on official identification documents;

(vi) gender;

(vii) phone number;

(viii) e-mail address;

(ix) the residential address; and

(x) guaranteed amount;

(g) in the case of a company limited by guarantee, the following particulars of each guarantor who is a legal person—

(i) full names;

(ii) date of incorporation;

(iii) country of incorporation;

(iv) registration number;

(v) registered place of business;

(vi) number of shares owned; and

(vii) class of shares owned;

(h) in respect of each company secretary who is a natural person—

(i) full names;

(ii) identity number of entity;

(iii) date of birth;

(iv) nationality;

(v) national registration card number in respect of a Zambian citizen or resident or identification number of a non-Zambian citizen as it appears on official identification documents;

(vi) country of residence;

(vii) phone number;

(viii) e-mail address;

(ix) gender; and

(x) residential address;

(i) in respect of each company secretary who is a legal person—

(i) full names;

(ii) date of incorporation;

(iii) country of incorporation;

(iv) registration number;

(v) registered place of business;

(vi) number of shares owned; and

(vii) class of shares owned, if any; and

(j) in respect of each foreign company—

(i) name of foreign company;

(ii) type of company;

(iii) registered place of business in Zambia;

(iv) registered place of business in the country of origin;

(v) list of directors in the country of origin;

(vi) list of members in the country of origin;

(vii) particulars of the local director; and

(viii) particulars of the documented agent.

5. Additional information to be entered in Register of Beneficial Owners

The Registrar shall, in addition to the particulars set out in section 21(2) of the Act, enter in the Register of Beneficial Owners—

(a) the Beneficial Owner’s—

(i) address of service;

(ii) place of birth;

(iii) occupation; and

(iv) gender; and

(b) the date on which the Beneficial Owner acquired an interest in the legal entity.

6. Part of Registers kept outside Zambia

Subject to section 30 of the Act, a company may maintain a part of the company’s Register of members, Beneficial Owners, debenture holders and other security holders in a country outside Zambia, in hard copy, or electronic copy and that Register shall be publicly available in Zambia in accordance with the Act.

7. Additional particulars of instrument by which charge is created

Where a company creates a charge or acquires property that is subject to a charge, the company shall, in addition to the particulars set out in section 238(2)(a) of the Act, lodge with the Registrar the—

(a) company’s postal address, e-mail address and phone number;

(b) number of the title deed of the property charged; and

8. Permitted hours to inspect Registers, documents etc.

The permitted hours for the inspection, by the public, of the Registers or any document lodged at the company’s office shall be from 0900 hours to 1300 hours and 1400 hours to 1600 hours from Monday to Friday, except on gazetted public holidays.

9. Remuneration of assessors

The Registrar may determine the remuneration for the assessors.

10. Access to beneficial ownership information

(1) A law enforcement officer shall have unrestricted access to beneficial ownership information on request.

(2) A person may on showing sufficient interest to the Registrar, request beneficial ownership information.

11. Rules relating to identification, verification and disclosure of beneficial ownership

The following rules shall apply to the identification, verification and disclosure of beneficial ownership—

(a) a Beneficial Owner shall be identified by name, nationality, country of residence, national registration number, date of birth, residential or service address and means of contact;

(b) the Registrar or company may require a Beneficial Owner to produce any document considered necessary for ascertaining beneficial ownership of shares including copies of personal national identity documents;

(c) beneficial owners, including trustees, shall ensure that they maintain and provide adequate, accurate and timely information on beneficial ownership as specified in paragraph (a);

(d) where doubt exists as to whether a person with controlling ownership is the Beneficial Owner or where a natural person does not exert control through ownership interests, the identity of the natural person, if any, exercising control of the legal person shall be disclosed;

(e) the Registrar may restrict specified beneficial ownership information from being made public; and

(f) a company may authorise a company’s legal representative or accountant to be responsible for providing beneficial ownership information.

COMPANIES (FEES) REGULATIONS

[Section 374]

Arrangement of Regulations

Regulation

1. Title

2. Fees

3. Revocation of S.I. No. 16 of 1995

SCHEDULE

SI 15 of 2019.

1. Title

These Regulations may be cited as the Companies (Fees) Regulations.

2. Fees

The fees set out in the Schedule are payable in respect of the matters specified therein.

3. Revocation of S.I. No. 16 of 1995

The Companies (Fees) Regulations, 1995, are revoked.

SCHEDULE

[Regulation 2]

PRESCRIBED FEES

	Fee Units
(A) Companies limited by shares, limited by guarantee and unlimited companies
1. Registration of a company limited by shares and unlimited companies, 2.5% of the nominal capital shall be paid as incorporation fees, except that the total fee for registration (incorporation) fees shall not exceed 8,333,333.33 fee units, but in no case shall the nominal capital be less than—
(a) Private Company	50,000
(b) Public Company	5,000,000
(c) Bureau de-Change	250,000
(d) Financial Institution	2,500,000
(e) For a Local Bank	520,000,000
(f) For a Foreign Bank	2,600,000,000
(g) For an Insurance Broker	2,600,000
(h) For an Insurance Company	5,000,000
(i) For a Re-Insurance Company	25,000,000
2. Company Limited by Guarantee—
(a) Registration of a company limited by guarantee	3,166.67
(b) The guaranteed amount of a company limited by guarantee shall not be less than	50,000
3. The Registration fee for incorporation of a company filed online shall be 250 unit less the prescribed fee under paragraphs 1 and 2
4. Registration fee for increase in capital after the first registration of a company shall be 2.5% of the value of the increase in share capital except that the total fee for increase in capital shall not exceed 8,333,333.33 fee units and in no case shall the nominal capital be less than the minimum nominal capital prescribed under paragraph 1
5. Certificates
(a) Incorporation	500
(b) Share capital	583.33
6. Adoption of new Articles of Association by companies incorporated under Cap. 388	3,333.33
7. Filing of Articles of Association
(a) on incorporation	Nil
(b) after incorporation	333.33
8. Registration of change of name and issuance of certificate of incorporation	1,667.67
9. Registration of a prospectus	6,666.67
10. Consent to be of Director or Secretary	500
11. Declaration of compliance	500
12. Notice of change of Director or Secretary and particulars	666.67
13. Notice of change of registered office	333.34
14. Annual returns
(a) Private Company not filed online	666.67
(b) Private Company filed online	500
(c) Public Company	3,333.33
(d) Private Bank	5,566.67
(e) Public Limited Bank	8,333.33
(f) Private Insurance Company	5,566.67
(g) Public Insurance Company	8,333.33
(h) Other financial institution—
(i) Private	5,566.67
(ii) Public	8,333.33
(i) Fee for late filing of annual return per year	333.34
15. Registration of a charge or acquired property subject to a charge: 1% of the borrowed amount but in no case shall the fees exceed 15,000 fee units
16. Registration of particulars of series of debentures where property is charged: 1% of the borrowed amount but in no case shall the fees exceed 15,000 fee units
17. Notice of discharge for the release of property from a charge	666.67
18. Application for reservation of name	666.67
19. Particulars of variation to a registered charge	666.67
20. Notice of entry into possession of property as mortgagee	666.67
21. Notice of going out of possession of property as mortgagee	666.67
22. Certificate of copies of any document per page	116.67
23. Request for information	300
24. Application for name clearance	300
25. Appeal against rejected name	666.67
26. Application to dispense with the word “limited”	3,333.33
27. Notice of reduction of share capital	3,000
28. Application for conversion of a company	5,000
29. Application for Registrar to act as representative of de-registered company	13,900
30. Notice of forfeiture or surrender of shares	3,333.33
31. Notice of allotment of shares	666.67
32. Notice to Registrar to become or cease to be guarantor of a company limited by guarantee and declaration of guarantee	666.67
33. Registration of amended Articles of Association	500
34. Notice of transfer of shares	3,000.00
35. Notice of transmission of shares	666.67
36. Application for duplicate certificate	500
37. Application for company de-registration	2,500
38. Application for registration of amalgamation	8,333.34
39. Return on distribution on accumulated profits in reduction of paid up share capital	3,000.00
40. Notice of acquisition of fully paid up shares by company	3,000.00
41. Notice of change of financial year	666.67
42. Declaration to provide financial assistance	666.67
43. Notice to dispense with holding of annual general meeting	1,666.67
44. Registration of prospectus	6,666.67
45. Return of declaration of beneficial ownership	666.67
46. Notice of changes in particulars in shareholding or beneficial ownership	666.67
47. Maximum administrative penalty per day	3,333.33
48. Any other lodgment	666.67
49. Notice of lodgment	Nil
(B) Foreign companies
1. Application for registration as a foreign company	13,900
2. Notice of alteration of registered particulars of a foreign company	3,000.00
3. Request for information	666.67
4. Notice of cessation of business of foreign company	3,333.34
5. Notice of winding-up of a foreign company	3,333.34
6. Annual accounts of foreign company	3,333.33
7. Application for name clearance	666.67
8. Application by foreign or non-Zambian company to waive or modify provisions of Part X	6,666.67
9. Certification of documents per page	666.67
10. Maximum administrative penalty per day	3,333.33
11. Any other lodgment	1,666.67
12. Notice of lodgment	Nil

COMPANIES (PRESCRIBED FORMS) REGULATIONS

[Section 375]

Arrangement of Regulations

Regulation

1. Title

2. Application for name clearance

3. Application for reservation of name

4. Application for incorporation

5. Application for change of name

6. Application to dispense with word “Limited”

7. Notice to Registrar to become or cease to be guarantor of company limited by guarantee and declaration of guarantee

8. Notice of change of registered office

9. Application for conversion of company

10. Notice to dispense with holding of annual general meeting

11. Notice of change of directors or secretary and particulars

12. Notice of reduction of share capital

13. Notice of forfeiture or surrender of shares

14. Notice of allotment of shares

15. Notice of acquisition of fully paid up shares by company

16. Notice of acquisition of shares on securities exchange

17. Notice to redeem shares

18. Declaration to provide financial assistance

19. Notice of transfer of shares

20. Notice of transmission of shares

21. Notice of change in particulars in shareholding or beneficial ownership

22. Declaration of beneficial ownership

23. Return of declaration of beneficial ownership

24. Notice of resignation as director

25. Notice of intention to remove director

26. Notice to withdraw prospectus or statement in prospectus

27. Return on distribution in accumulated profits in reduction of paid up share capital

28. Registration of a charge or acquired property subject to charge

29. Particulars of series of debentures where property is charged

30. Particulars of variation to registered charge

31. Notice of entry into possession of property as mortgagee

32. Notice of going out of possession of property as mortgagee

33. Notice of discharge for release of property from charge

34. Annual return

35. No change return

36. Notice of change of financial year

37. Notice of proposed amalgamation

38. Application for registration of amalgamation

39. Application for registration as foreign company

40. Notice of alteration of registered particulars of foreign company

41. Annual accounts of foreign company

42. Notice of winding-up of foreign company

43. Notice of cessation of business of foreign company

44. Notice of intention to de-register company

45. Application for company de-registration

46. Certificate of incorporation

47. Certificate of registration of foreign company

48. Certificate of share capital

49. Annual return confirmation statement

50. Certificate of registration of charge

51. Certificate of amalgamation

52. Certificate of incorporation of amalgamated company

53. Application for duplicate certificate

54. Replacement certificate of incorporation for company converted to a public company, private company limited by shares, an unlimited company or a company limited by guarantee

55. Replacement certificate of share capital

56. Replacement certificate of incorporation of private or public company for adoption of Articles

57. Replacement certificate of incorporation for change of company name

58. Replacement certificate of registration for change of name of foreign company

59. Replacement certificate of incorporation for a company limited by guarantee granted approval to dispense with word “Limited”

60. Request for information

61. Notice of lodgment

62. Revocation of S.I. No. 17 of 1995

SCHEDULE

SI 21 of 2019.

1. Title

These Regulations may be cited as the Companies (Prescribed Forms) Regulations.

2. Application for name clearance

An application for name clearance shall be made in Form 1 set out in the schedule.

3. Application for reservation of name

An application for reservation of name shall be in Form 2 set out in the Schedule.

4. Application for incorporation

An application for incorporation shall be in Form 3 set out in the Schedule.

5. Application for change of name

An application for change of name shall be in Form 4 set out in the Schedule.

6. Application to dispense with word “Limited”

An application to dispense with the word “Limited” shall be in Form 5 set out in the Schedule.

7. Notice to Registrar to become or cease to be guarantor of company limited by guarantee and declaration of guarantee

A notice to Registrar to become or cease to be guarantor of company limited by guarantee and declaration of guarantee shall be made in Form 6 set out in the Schedule.

8. Notice of change of registered office

A notice of change of registered office shall be in Form 7 set out in the Schedule.

9. Application for conversion of company

An application for conversion of a company shall be in Form 8 set out in the Schedule.

10. Notice to dispense with holding of annual general meeting

A notice to dispense with holding of annual general meeting shall be in Form 9 set out in the Schedule.

11. Notice of change of directors or secretary and particulars

A notice of change of directors or secretary and their particulars shall be in Form 10 set out in the Schedule.

12. Notice of reduction of share capital

A notice of reduction of share capital shall be in Form 11 set out in the Schedule.

13. Notice of forfeiture or surrender of shares

A notice of forfeiture or surrender of shares shall be in Form 12 set out in the Schedule.

14. Notice of allotment of shares

A notice of allotment of shares shall be in Form 13 set out in the Schedule.

15. Notice of acquisition of fully paid up shares by company

A notice of acquisition of fully paid up shares by company shall be in Form 14 set out in the Schedule.

16. Notice of acquisition of shares on securities exchange

A notice of acquisition of shares on securities exchange shall be in Form 15 set out in the Schedule.

17. Notice to redeem shares

A notice to redeem shares shall be in Form 16 set out in the Schedule.

18. Declaration to provide financial assistance

A declaration to provide financial assistance shall be in Form 17 set out in the Schedule.

19. Notice of transfer of shares

A notice of transfer of shares shall be in Form 18 set out in the Schedule.

20. Notice of transmission of shares

A notice of transmission of shares shall be in Form 19 set out in the Schedule.

21. Notice of change in particulars in shareholding or beneficial ownership

A notice of change in particulars in shareholding or beneficial ownership shall be in Form 20 set out in the Schedule.

22. Declaration of beneficial ownership

A declaration of beneficial ownership shall be in Form 21 set out in the Schedule.

23. Return of declaration of beneficial ownership

A return of declaration of beneficial ownership shall be in Form 22 set out in the Schedule.

24. Notice of resignation as director

A notice of resignation as director shall be in Form 23 set out in the Schedule.

25. Notice of intention to remove director

A notice of intention to remove a director shall be in Form 24 set out in the Schedule.

26. Notice to withdraw prospectus or statement in prospectus

A notice to withdraw prospectus or statement in prospectus shall be in Form 25 set out in the Schedule.

27. Return on distribution in accumulated profits in reduction of paid up share capital

A return on distribution in accumulated profits in reduction of paid up share capital shall be in Form 26 set out in the Schedule.

28. Registration of a charge or acquired property subject to charge

The registration of a charge or acquired property subject to a charge shall be in Form 27 set out in the Schedule.

29. Particulars of series of debentures where property is charged

The particulars of a series of debentures where property is charged shall be in Form 28 set out in the Schedule.

30. Particulars of variation to registered charge

The particulars of variation to a registered charge shall be made in Form 29 set out in the Schedule.

31. Notice of entry into possession of property as mortgagee

A notice of entry into possession of property as mortgagee shall be in Form 30 set out in the Schedule.

32. Notice of going out of possession of property as mortgagee

A notice of going out of possession of property as mortgagee shall be in Form 31 set out in the Schedule.

33. Notice of discharge for release of property from charge

A notice of discharge for the release of property from charge shall be in Form 32 set out in the Schedule.

34. Annual return

An annual return shall be in Form 33 set out in the Schedule.

35. No change return

A no change return shall be in Form 34 set out in the Schedule.

36. Notice of change of financial year

A notice of change of financial year shall be in Form 35 set out in the Schedule.

37. Notice of proposed amalgamation

A notice of proposed amalgamation shall be in Form 36 set out in the Schedule.

38. Application for registration of amalgamation

An application for registration of amalgamation shall be in Form 37 set out in the Schedule.

39. Application for registration as foreign company

An application for registration as a foreign company shall be in Form 38 set out in the Schedule.

40. Notice of alteration of registered particulars of foreign company

A notice of alteration of registered particulars of a foreign company shall be in Form 39 set out in the Schedule.

41. Annual accounts of foreign company

The annual accounts of a foreign company shall be in Form 40 set out in the Schedule.

42. Notice of winding-up of foreign company

A notice of winding-up of a foreign company shall be in Form 41 set out in the Schedule.

43. Notice of cessation of business of foreign company

A notice of cessation of business of a foreign company shall be in Form 42 set out in the Schedule.

44. Notice of intention to de-register company

A notice of intention to de-register a company shall be in Form 43 set out in the Schedule.

45. Application for company de-registration

An application for company de-registration shall be in Form 44 set out in the Schedule.

46. Certificate of incorporation

A certificate of incorporation shall be in Form 45 set out in the Schedule.

47. Certificate of registration of foreign company

A certificate of registration of a foreign company shall be in Form 46 set out in the Schedule.

48. Certificate of share capital

A certificate of share capital shall be in Form 47 set out in the Schedule.

49. Annual return confirmation statement

An annual return confirmation statement shall be in Form 48 set out in the Schedule.

50. Certificate of registration of charge

A certificate of registration of a charge shall be in Form 49 set out in the Schedule.

51. Certificate of amalgamation

A certificate of amalgamation shall be in Form 50 set out in the Schedule.

52. Certificate of incorporation of amalgamated company

A certificate of incorporation of amalgamated company shall be in Form 51 set out in the Schedule.

53. Application for duplicate certificate

An application for a duplicate certificate shall be in Form 52 set out in the Schedule.

54. Replacement certificate of incorporation for company converted to a public company, a private company limited by shares, an unlimited company or a company limited by guarantee

A replacement certificate of incorporation for a company converted to a public company, a private company limited by shares, an unlimited company or a company limited by guarantee shall be in Form 53 set out in the Schedule.

55. Replacement certificate of share capital

A replacement certificate of share capital shall be in Form 54 set out in the Schedule.

56. Replacement certificate of incorporation of private or public company for adoption of Articles

A replacement certificate of incorporation of a private or public company for adoption of Articles shall be in Form 55 set out in the Schedule.

57. Replacement certificate of incorporation for change of company name

A replacement certificate of incorporation for change of company name shall be in Form 56 set out in the Schedule.

58. Replacement certificate of registration for change of name of foreign company

A replacement certificate of registration for change of name of a foreign company shall be in Form 57 set out in the Schedule.

59. Replacement certificate of incorporation for a company limited by guarantee granted approval to dispense with word “Limited”

A replacement certificate of incorporation for a company limited by guarantee granted approval to dispense with the word limited shall be in Form 58 set out in the Schedule.

60. Request for information

A request for information shall be in Form 59 set out in the Schedule.

61. Notice of lodgment

A notice of lodgment shall be in Form 60 set out in the Schedule.

62. Revocation of S.I. No. 17 of 1995

The Companies (Prescribed Forms) Regulations, 1995, are revoked.

SCHEDULE

[Regulations 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60 and 61]

PRESCRIBED FORMS

FORM 1

[Regulation 2]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 39)

Available at www.pacra.org.zm

FORM 2

[Regulation 3]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 41)

Available at www.pacra.org.zm

FORM 3

[Regulation 4]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 12, 13 and 94)

Available at www.pacra.org.zm

FORM 4

[Regulation 5]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 42)

Available at www.pacra.org.zm

FORM 5

[Regulation 6]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 37)

Available at www.pacra.org.zm

FORM 6

[Regulation 7]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 10)

Available at www.pacra.org.zm

FORM 7

[Regulation 8]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 28)

Available at www.pacra.org.zm

FORM 8

[Regulation 9]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 48, 49, 50, 51, 52 and 53)

Available at www.pacra.org.zm

FORM 9

[Regulation 10]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 57)

Available at www.pacra.org.zm

FORM 10

[Regulation 11]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 82 and 100)

Available at www.pacra.org.zm

FORM 11

[Regulation 12]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 82 and 100)

Available at www.pacra.org.zm

FORM 12

[Regulation 13]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 148)

Available at www.pacra.org.zm

FORM 13

[Regulation 14]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 149)

Available at www.pacra.org.zm

FORM 14

[Regulation 15]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 163)

Available at www.pacra.org.zm

FORM 15

[Regulation 16]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 170)

Available at www.pacra.org.zm

FORM 16

[Regulation 17]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 181)

Available at www.pacra.org.zm

FORM 17

[Regulation 18]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 184)

Available at www.pacra.org.zm

FORM 18

[Regulation 19]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 188)

Available at www.pacra.org.zm

FORM 19

[Regulation 20]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 190 and 191)

Available at www.pacra.org.zm

FORM 20

[Regulation 21]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 21)

Available at www.pacra.org.zm

FORM 21

[Regulation 22]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 123)

Available at www.pacra.org.zm

DECLARATION OF BENEFICIAL OWNERSHIP
PART A COMPANY DETAILS
1.	Company Number Indicate the 12 digit registration number
2.	Company Name Indicate the name as captured on the certificate of incorporation
PART B DETAILS OF PERSON ENTERED IN THE REGISTER OF MEMBERS
PARTICULARS OF SHAREHOLDER
3.	First Name
Surname
Gender
Date of Birth
Nationality
Identity Type For Zambians: NRC For non-Zambians: NRC/Passport/ Driver’s Licence/Resident Permit
Identity Number
Name of Body Corporate Where applicant is a Body Corporate
Nature of Body Corporate Where applicant is a Body Corporate, indicate whether applicant is a Company, Co-operative, Trust, Society, Etc.
Registration Number, Date and Country of Incorporation of Body Corporate
Where applicant is a Body Corporate
Phone Number	Mobile
Landline
E-mail Address
Physical Address	Plot/House/ Village
Street
Area
Town
Province
Country
4.	Number of Shares	Shares held before declaration
Shares declared
Shares held after declaration
5.	Class of Shares
6.	Par Value of Shares
	Signature:	Date:
7.	Numbering of Shares Indicate numbering of shares as in the Company Register of Shares	From To
8.	Consideration for the shares Indicate payment received for shares where applicable
PART C DETAILS OF BENEFICIAL OWNER
PARTICULARS OF BENEFICIAL OWNERSHIP
9.	First Name
Surname
Gender
Date of Birth
Nationality
Identity Type For Zambians: NRC For non-Zambians: NRC/Passport/Driver’s Licence/Resident Permit
Identity Number
Occupation
Name of Body Corporate Where applicant is a Body Corporate
Nature of Body Corporate Where applicant is a Body Corporate, indicate whether applicant is a Company, Co-operative, Trust, Society, Etc.
Registration Number, Date and Country of Incorporation of Body Corporate
Where applicant is a Body Corporate
Phone Number	Mobile
Landline
E-mail Address
Physical/Registered Office Address	Plot/House/ Village
Street
Area
Town
Province
Country

DIRECTOR/TRUSTEE OF BODY CORPORATE
10.	No.	First Name:	Surname:	Identity Number:	Date Appointed:
1
2
3
4

SHAREHOLDER/SETTLER OF BODY CORPORATE
11.	No.	First Name:	Surname:	Identity Number:	Number of Shares:	Class of Shares:	Number of Paid Up Shares:
1
2
3
4

BENEFICIAL OWNER/BENEFICIARY OF BODY CORPORATE
12.	No.	First Name:	Surname:	Identity Number:	Nature of Interest:
1
2
3
4

13.	Number of Shares (if any)
14.	Class of Shares (if any)
15.	Nature of Beneficial Ownership Briefly explain the nature of beneficial ownership (whether trust, legal arrangement etc.) including how ownership control or economic interest is maintained
16.	If beneficial owner is politically exposed person (PEP) as defined in the Financial Intelligence Act No. 46 of 2010, provide details (e.g. position held)
17.	Voting rights held
18.	DECLARATION:
I, whose names and particulars appear on this form, do hereby declare that the particulars of beneficial ownership relating to shares indicated on this Form, are correct and accurate to the best of my knowledge.

Signature:	Date:

FORM 22

[Regulation 23]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 123)

Available at www.pacra.org.zm

FORM 23

[Regulation 24]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 99(2))

Available at www.pacra.org.zm

FORM 24

[Regulation 25]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 98)

Available at www.pacra.org.zm

FORM 25

[Regulation 26]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 98)

Available at www.pacra.org.zm

FORM 26

[Regulation 27]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 194)

Available at www.pacra.org.zm

FORM 27

[Regulation 28]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 238)

Available at www.pacra.org.zm

FORM 28

[Regulation 29]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 238)

Available at www.pacra.org.zm

FORM 29

[Regulation 30]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 242)

Available at www.pacra.org.zm

FORM 30

[Regulation 31]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 243)

Available at www.pacra.org.zm

FORM 31

[Regulation 32]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 243)

Available at www.pacra.org.zm

FORM 32

[Regulation 33]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 241)

Available at www.pacra.org.zm

FORM 33

[Regulation 34]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 241)

Available at www.pacra.org.zm

FORM 34

[Regulation 35]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 272)

Available at www.pacra.org.zm

FORM 35

[Regulation 36]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 274 and 301)

Available at www.pacra.org.zm

FORM 36

[Regulation 37]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 286)

Available at www.pacra.org.zm

FORM 37

[Regulation 38]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 289)

Available at www.pacra.org.zm

FORM 38

[Regulation 39]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 299)

Available at www.pacra.org.zm

FORM 39

[Regulation 40]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 299)

Available at www.pacra.org.zm

FORM 40

[Regulation 41]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 306)

Available at www.pacra.org.zm

FORM 41

[Regulation 42]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 311 and 312)

Available at www.pacra.org.zm

FORM 42

[Regulation 43]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 313)

Available at www.pacra.org.zm

FORM 43

[Regulation 44]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 317)

Available at www.pacra.org.zm

FORM 44

[Regulation 45]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 318)

Available at www.pacra.org.zm

FORM 45

[Regulation 46]

(In typescript and completed in duplicate)

Companies Registration No. ……………
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 14)

Available at www.pacra.org.zm

CERTIFICATE OF INCORPORATION

This is to certify that ……………………………………………………………………………………. is on and from the ……………………………… day of …………………………, 20………. incorporated as a …………………………………….. “company type”.

Approval has been granted to dispense with the word “Limited” from the company name.

Given under my hand and seal at Lusaka, Zambia, this ……….. day of ……………., 20….

…………………………….
Registrar

FORM 46

[Regulation 47]

(In typescript and completed in duplicate)

Companies Registration No. ……..…….
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 299)

Available at www.pacra.org.zm

CERTIFICATE OF REGISTRATION OF FOREIGN COMPANY

I CERTIFY that ……..…………………………………………………..……………………. has filed the documents required to be filed under Section 299 of the Companies Act and has been entered in the Register of Foreign Companies with effect from ………… day of ……….……, 20……

Given under my hand and seal at Lusaka, Zambia, this ……… day of ……………., 20…….

……………………….
Registrar

FORM 47

[Regulation 48]

(In typescript and completed in duplicate)

Companies Registration No. …..……….
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 14)

Available at www.pacra.org.zm

CERTIFICATE OF SHARE CAPITAL

This is to certify that …………………………………..………………………………… has the nominal capital of …………………………………………………………………………..………… divided into

…………….. shares of …………………………. each.

Given under my hand and seal at Lusaka, Zambia, this ……… day of ……………., 20……

…………………………………
Registrar

FORM 48

[Regulation 49]

(In typescript and completed in duplicate)

Companies Registration No. ……………
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 270 and 272)

Available at www.pacra.org.zm

ANNUAL RETURN CONFIRMATION STATEMENT

This serves to certify that …………………………………..………………..………..………………. has filed (Entry)

Annual Returns from …………………………….. to ……………………………..……………………

Principal Business Activities: ………………………………………………………..………………….

……………………………………………………………………………………………….……..…….

Physical Place of Business: ……………………………………………………..………..……………

……………………………………………………………………………………………………………

Postal Address: ……………………………………………………………………………..……………

Its registration number being …………………………………………………..………………………..

The next Annual Return will be due on ……………….… day of ………………, 20……

Note that an Annual Return cannot be filed before the due date.

Dated this …………… day of ………………….………, 20……..

………………………………………….
Registrar

FORM 49

[Regulation 50]

(In typescript and completed in duplicate)

Companies Registration No. …………..
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 239)

Available at www.pacra.org.zm

CERTIFICATE OF REGISTRATION OF CHARGE

………..………………………………………. (Company name) ………………………….………………

IN RESPECT OF

Name of secured party: ………………………………..…………………………………….……………..

This is to certify that …………………………….… dated this …..……day of …..……………, 20..…. for securing the sum of ……………………………………………………………………….……………. and interest thereon was this day registered pursuant to section 239 of the Companies Act.

Given under my hand at Lusaka this ………….. day of ………………………, 20…….

………………………………….
Registrar

FORM 50

[Regulation 51]

(In typescript and completed in duplicate)

Companies Registration No. ……………
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 290)

Available at www.pacra.org.zm

CERTIFICATE OF AMALGAMATION

I certify that the following companies …………………………..………………….…..………..…… and ……….……………………………………..….……………………………………………….. have on and from the …………………………………. day of ……………..……………, 20……. amalgamated as a ………………….…………………… resulting into ………………………………..……………………

Given under my hand and seal at Lusaka, Zambia, this ……………… day of……………., 20……

………………………………….
Registrar

FORM 51

[Regulation 52]

(In typescript and completed in duplicate)

Companies Registration No. ………….
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 290)

Available at www.pacra.org.zm

CERTIFICATE OF INCORPORATION OF AMALGAMATED COMPANY

I certify that the following companies …………………………………………………..………..…… and ……….……………………………………..….…………………….…………………………… have on and from the …………………….……. day of ……………..………….…, 20……. amalgamated as a ………………….……….……………… resulting into ……………………………………………………

Given under my hand and seal at Lusaka, Zambia, this …………… day of ……………., 20……

……………………………….
Registrar

FORM 52

[Regulation 53]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 306)

Available at www.pacra.org.zm

FORM 53

[Regulation 54]

(In typescript and completed in duplicate)

Companies Registration No. ……..…….
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 54)

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY CONVERTED TO A PUBLIC COMPANY, A PRIVATE COMPANY LIMITED BY SHARES, UNLIMITED COMPANY OR COMPANY LIMITED BY GUARANTEE

This is to certify that ………………………. (company name) ……………………….. having been:

*a private company limited by shares

*a company limited by guarantee

*an unlimited company

* public company

incorporated on the ……………………………… day of ……….………………………, 20……… is on and from the …………… day of ……….……………, 20…… converted to a …………………………………….. (type of company) ……………………………………… company in accordance with a special resolution passed on the ……….. day of ……………., 20……….

Given under my hand and seal at Lusaka, Zambia, this ……… day of……………., 20….

……………………………….
Registrar

FORM 54

[Regulation 55]

(In typescript and completed in duplicate)

Companies Registration No. ……………
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 140)

REPLACEMENT CERTIFICATE OF SHARE CAPITAL

This is to certify that ……………………………….…………………………………..…………..…………. …………………………………………………….. (name of company) has the nominal share capital of K…………………………………………………………… divided into:

…………………………………………..……….. shares of K………………………………..…….. each

having varied its nominal share capital from a share capital of K………………………………………

divided into ……………………….…………… share of K………………………..……………….. each

…………………………..………………… shares of K………………….………………….. each

Given under my hand and seal at Lusaka, Zambia, this ……… day of……………., 20…….

………………………………….
Registrar

FORM 55

[Regulation 56]

(In typescript and completed in duplicate)

Companies Registration No. ……..…….
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 376)

REPLACEMENT CERTIFICATE OF INCORPORATION OF A PRIVATE OR
PUBLIC COMPANY FOR ADOPTION OF ARTICLES

This is to certify that ……………………………..…………. was incorporated as a private company limited by shares on the …………… day of ……………………….……, 20……

Given under my hand and seal at Lusaka, Zambia, this ……… day of……….………., 20……

………………………………….
Registrar

FORM 56

[Regulation 57]

(In typescript and completed in duplicate)

Companies Registration No. ……………
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 37)

REPLACEMENT CERTIFICATE OF INCORPORATION FOR CHANGE OF COMPANY NAME

This is to certify that ………………………………. (company name) ………..…………..……..…… is a ……………………………………………..…….. (type of company) …………………………….. and was incorporated on the …………….… day of …………………..……, 20….……. having been known before the ………….…. day of …………………….……, 20…….. by the name ……………………..

Given under my hand and seal at Lusaka, Zambia, this ……… day of……………., 20….

…………………………………….
Registrar

FORM 57

[Regulation 58]

(In typescript and completed in duplicate)

Companies Registration No. …..……….
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 308)

REPLACEMENT CERTIFICATE OF REGISTRATION FOR CHANGE OF NAME OF A FOREIGN COMPANY

This is to certify that ..……………………………………….…………..……………. (Company name) ………….……………………..….. was registered on the …….… day of ………………, 20………

Having been known before the ………….. day of ………………………….…., 20……. by the name …………………………………………………………..…………………………………………………….

Given under my hand and seal at Lusaka, Zambia, this …………. day of ….……………., 20….

…………………………….
Registrar

FORM 58

[Regulation 59]

(In typescript and completed in duplicate)

Companies Registration No. ……………..
Serial No. .……..…..

QR Code

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Section 37)

REPLACEMENT CERTIFICATE OF INCORPORATION FOR A COMPANY LIMITED BY GUARANTEE GRANTED APPROVAL TO DISPENSE WITH THE WORD “LIMITED”

This is to certify that ……………………………………. (company name) ……………………………. a company limited by guarantee and incorporated on the ………..… day of …….………, 20………. by the name ……………………………………..

Approval has been granted to dispense with the word “Limited” from the company name.

Given under my hand and seal at Lusaka, Zambia, this ……… day of……………., 20……..

……………………………….
Registrar

FORM 59

[Regulation 60]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

(Sections 326 and 348)

Available at www.pacra.org.zm

FORM 60

[Regulation 61]

(In typescript and completed in duplicate)

THE PATENTS AND COMPANIES REGISTRATION AGENCY

The Companies Act, 2017

(Act No. 10 of 2017)

The Companies (Prescribed Forms) Regulations, 2018

Available at www.pacra.org.zm