Registered Office- Company records, share register, annual return

Registered Office

113. (1) Every company shall have a registered office in Sri Lanka to which all communications and notices maybe addressed.

(2) Subject to section 114, the registered office of a company at a particular time is the place that is described in the register as its registered office at that time.

(3) If the registered office of a company is at the office of any chartered accountant, attorney-at-law, or any other person, the description of the registered office shall state—

(a) that the registered office of the company is at the office of the chartered accountant, attorney-at-law, or any other person ; and

(b) particulars of the location of those offices.

 

Company Records

116. (1) Subject to the provisions of subsection (3), a company shall keep the following documents at its registered

office :—

(a) the certificate of incorporation and the articles of the company ;

(b) minutes of all meetings and resolutions of shareholders passed within the last ten years ;

(c) an interests register, unless it is a private company which is dispensed with the need to keep such a register ;

(d) minutes of all meetings held and resolutions of directors passed and directors’ committees held within the last ten years ;

(e) certificates required to be given by the directors under this Act within the last ten years ;

(f) the register of directors and secretaries required to be kept under section 223 ;

 (g) copies of all written communications to all shareholders or all holders of the same class of shares during the last ten years, including annual reports prepared under section 166 ;

(h) copies of all financial statements and group financial statements required to be completed under this Act

for the last ten completed accounting periods of the company ;

(i) the copies of instruments creating or evidencing charges and the register of charges required to be kept under sections 109 and 110 ;

(j) the share register required to be kept under section 123 ; and

(k) the accounting records required to be kept under section 148 for the current accounting period and for the last ten completed accounting periods of the company.

(2) Notwithstanding the provisions of subsection (1), the references in paragraphs (b), (d), (e), and (g) of subsection (1) to the period of ten years and the refereces is paragraph (h) and (k) of that subsection to ten completed accounting periods, may be reduced to such lesser period by the Registrar, where he considers it necessary and appropriate.

(3) The documents referred to in—

(a) paragraphs (a) to (i) of subsection (1) may be kept at a place in Sri Lanka other than in the registered office, notice of which is given to the Registrar in accordance with subsection (4) ;

(b) paragraph (j) of subsection (1) may be kept at a place other than the registered office, in accordance with

section 124 ;

(c) paragraph (k) of subsection (1) may be kept at a place other than the registered office, in accordance with section 149.

(4) If any records are not kept at the registered office of the company or the place at which they are kept is changed, the company shall ensure that within ten working days of their first being kept elsewhere or moved, as the case may be, notice is given to the Registrar of the place or places where the records are kept.

(5) If a company fails to comply with the requirements in subsection (1) or subsection (4)—

(a) the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two

hundred thousand rupees ; and

(b) every officer of the company who is in default shall be guilty of an offence and be liable on conviction to a fine not exceeding one hundred thousand rupees.

 

117. (1) The records of a company shall be kept in written form or in a form or in a manner that allows the documents and information that comprise the records to be easily accessible and convertible into written form.

(2) A company shall ensure that adequate measures exist to prevent the records being falsified and detect any falsification of them.

(3) Where a company fails to comply with the requirements of subsection (2)—

(a) the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two hundred thousand rupees ; and

 (b) every officer of the company who is in default shall be guilty of an offence and be liable on conviction to a fine not exceeding one hundred thousand rupees.

 

Share Register

123. (1) Every company which has issued shares shall maintain a share register that records the shares issued by the

company, and which includes—

(a) the name and the latest known address of each person who is or has within the last ten years been a

shareholder ;

(b) the number of shares of each class held by each shareholder within the last ten years ; and

(c) the date of any—

(i) issue of shares to ;

(ii) repurchase or redemption of shares from ; or

(iii) transfer of shares by or to, each shareholder within the last ten years, and in relation to the transfer, the name of the person to or from whom the shares were transferred.

(2) Where a company fails to comply with the requirements of subsection (1)—

(a) the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two

hundred thousand rupees ; and

(b) every officer of the company who is in default shall be guilty of an offence and be liable on conviction to a fine not exceeding one hundred thousand rupees.

 

124. (1) The share register of a company may, if expressly permitted by the articles, be divided into two or more registers kept in different places.

 (2) The principal register shall be kept in Sri Lanka.

(3) Where a share register is divided into two or more registers kept in different places—

(a) notice of the place where each register is kept shall be delivered to the Registrar within ten working days after the share register is so divided, or the place where a register is kept is altered ;

(b) a copy of every register shall be kept at the place where the principal register is kept ; and

(c) if an entry is made in a register other than in the principal register, a corresponding entry shall be made within ten working days in the copy of that register kept with the principal register.

(4) Where the share register is not divided and the principal register is not kept at the registered office of the

company, notice of the place where it is kept shall be delivered to the Registrar within ten working days after it ceases to be kept there or after the place at which it is kept is altered.

(5) In this section, “principal register” in relation to a company, means—

(a) if the share register is not divided into two or more registers, the share register ;

(b) if the share register is divided into two or more registers, the register described as the principal registers in the last notice sent to the Registrar.

(6) Where a company fails to comply with the requirements of subsection (3) or subsection (4)—

(a) the company shall be guilty of an offence and be liable on conviction to a fine not exceeding one

hundred thousand rupees ; and

 (b) every officer of the company who is in default shall be guilty of an offence and be liable on conviction

to a fine not exceeding fifty thousand rupees.

 

125. An instrument of transfer of a share registered in a register kept outside Sri Lanka shall be deemed to be a transfer of property situated out side of Sri Lanka, and unless executed in Sri Lanka, shall be exempt from stamp duty chargeable in Sri Lanka.

 

Annual Return

131. (1) Subject to the provisions of subsection (3), every company shall at least once in every year deliver to the Registrar an annual return in the prescribed form, containing the matters specified in the Fifth Schedule hereto.

(2) The annual return shall be completed within thirty working days from the date of the Annual General Meeting

for the year, whether or not that meeting is the first or only meeting of the shareholders in the year. The company shall forthwith forward to the Registrar a copy of the return, signed both by a director and the secretary of the company.

(3) The provisions of this section shall not apply to a company in the year of its incorporation.

(4) Where a company fails to comply with the requirements of subsection (1) or subsection (2)—

(a) the company shall be guilty of an offence and be liable on conviction to a fine not exceeding one

hundred thousand rupees ; and

(b) every officer of the company who is in default shall be guilty of an offence and be liable on conviction

to a fine not exceeding fifty thousand rupees.

 

Annual General Meeting

133. (1) Subject to the provisions of subsection (2) and of section 144, the board of a company shall call an annual

general meeting of shareholders to be held once in each calendar year—

(a) not later than six months after the balance sheet date of the company ; and

(b) not later than fifteen months after the previous annual general meeting.

(2) A company is not required to hold its first annual general meeting in the calendar year of its incorporation, but

shall hold that meeting within eighteen months of its incorporation.

 (3) Where default is made in holding a meeting of the company in accordance with the provisions of this section,

the Registrar may on the application of any shareholder of the company, call or direct the calling of an annual general meeting of the company and give such ancillary or consequential directions as the Registrar thinks expedient, including any direction modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the company’s articles and a direction to the effect that one shareholder of the company present in person or by proxy shall be deemed to constitute a meeting.

(4) An annual general meeting held in pursuance of the provisions of subsection (3) shall, subject to any direction of the Registrar, be deemed to be an annual general meeting of the company, but where a meeting so held is not held in the year in which the default in holding the company’s annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held, unless at that meeting the company resolves that it shall be so treated.

(5) Where a company resolves that a meeting be treated in the manner referred to in subsection (4), a copy of the

resolution shall within ten working days from the date of passing thereof, be forwarded to the Registrar and recorded

by him.

(6) Where default is made in holding a meeting of the company in accordance with the provisions of subsection (1) or in complying with any directions of the Registrar under the provisions of subsection (3) or in complying with the

provisions of subsection (4)—

(a) the company shall be guilty of an offence and be liable on conviction to a fine not exceeding one hundred thousand rupees ; and

(b) every officer of the company who is in default shall be guilty of an offence, and be liable on conviction to a fine not exceeding fifty thousand rupees.

 

Extraodinary General Meeting on requisition

134. (1) Notwithstanding anything in its articles, the directors of a company shall on the requisition of

shareholders holding at the date of the deposit of the requisition shares which carry not less than ten per centum of the votes which may be cast on an issue, forthwith proceed duly to convene an extraordinary general meeting of the

company to consider and vote on that issue. The meeting shall be convened not later than fifteen working days after

the date of the deposit of the requisition and held not later than thirty working days after the date of the deposit of the requisition.

(2) The requisition shall state the issue or issues to be considered and voted on at the meeting and shall be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists.

(3) Where the directors do not within fifteen working days from the date of the deposit of the requisition duly proceed to convene a meeting, the requisitionists or any of them representing more than one-half of the total voting rights of all of them may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date.

(4) A meeting convened under the provisions of this section by the requisitionists shall be convened in the same

manner and as nearly as possible as that in which meetings are to be convened by the directors.

(5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to duly convene a meeting shall be repaid to the requisitionists by the company, and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration, in respect of their services to such of the directors as were in default.

(6) For the purposes of this section the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting, if they do not give such notice thereof as is required by the provisions of section 145.