COMPANIES ACT - 1963 (ACT 179)

    Section - 16 - Contents of Regulations

    (1) This section shall apply to any company registered after the commencement of this Code and to an existing company which, pursuant to section 19 of this Code, adopts Regulations in lieu of its memorandum and articles of association.

    (2) The Regulations of a company shall state,

    (a) the name of the company, with "Limited" as the last word of the name in the case of a company limited by shares;

    (b) the nature of the business or businesses which the company is authorised to carry on, or if the company is not formed for the purpose of carrying on a business, the nature of the object or objects for which it is established;

    (c) that the company has, for the furtherance of its authorised businesses or objects, all the powers of a natural person of full capacity except in so far as such powers are expressly excluded by the Regulations;

    (d) the names of the first directors of the company;

    (e) that the powers of the directors are limited in accordance with section 202 of this Code.

    (3) The Regulations of a company limited by shares or by guarantee shall also state that the liability of its members is limited.

    (4) In the case of a company having shares the Regulations shall also state the number of shares with which the company is to be registered.

    Second Sch.

    (5) In the case of a company limited by guarantee the Regulations shall also,

    (a) contain a regulation in the terms of regulation 3 of Table B in the Second Schedule to this Code, with such modifications as the Registrar shall allow, stating that the income and property of the company shall be applied solely towards the promotion of its objects, and that no portion thereof shall be paid or transferred directly or indirectly to the members of the company except as therein permitted;

    (b) state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company, and of the costs of winding up, such amount as may be required not exceeding a specified amount; and

    (c) state that if, upon the winding up of the company, there remains after the discharge of all its debts and liabilities any property of the company the same shall not be distributed among the members but shall be transferred to some other company limited by guarantee having objects similar to the objects of the company or applied to some charitable object, such other company or charity to be determined by the members prior to the dissolution of the company.

    (6) The Regulations may contain any other lawful provisions relating to the constitution and administration of the company.