(b) the number of members of the company, exclusive of persons who are in the employment of the company and of persons who having been formerly in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company, is limited to fifty: Provided that where two or more persons hold one or more shares in the company jointly they shall for the purpose of this regulation be treated as a single member; (c) any invitation to the public to subscribe for any shares or debentures of the company is prohibited. 3. The directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of any share, whether or not it is a fully-paid share. 4. Subject to the Act, a resolution in writing signed by all the members f or the time being entitled to receive notice of and to attend and vote at general meetings or, being corporations, by their duly authorized representatives shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held. 5. The subscribers to the memorandum of association shall be the directors of the company and shall hold office until directors are appointed by the company in general meeting. Note: Regulation 3 of this Part is alternative to regulation 24 of Part I. 1st. 2nd. 3rd. 4th. TABLE B FORM OF M EMORANDUM OF ASSOCIATION OF A COMPANY The name of the company is “The Zimbabwe Transport Company Limited”. The objects for which the company is established are, “the conveyance of passengers and goods in motor vehicles between such places as the company may from time to time determine and the doing of all such other things as are incidental or conducive to the attainment of the above object”. The liability of the members is limited. The share capital of the company is four hundred thousand dollars divided into one thousand shares of four hundred dollars each. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our r espective names. Names, Addresses, and Descriptions of Subscribers: Number of shares taken by each subscriber: Total shares taken Dated the ......................................................................... day of ........................................19.......................................... Witness to the above signatures, ................................................................ ....................... Address ................................................................ ....................... ................................................................ ....................... SECOND SCHEDULE (Section 2) R EPEALED LAWS No. of Law 13 23 19 Year of Law 1846 1861 1865 12 11 1868 1879 13 1888 2 11 11 8 4 14 23 1895 1907 1910 1918 1920 1921 1927 Title or Subject of Law Ordinance for facilitating security of shares in joint-stock companies. Act to limit the liability of members of certain joint-stock companies. Joint-Stock Banks’ Statements Act, 1865. Act to make provision for winding up joint -stock companies. Act to enable joint -stock banking companies to participate in the provisions of the “Joint-Stock Companies Liability Act, 1861”. Act amending “Precious Stones Act, 1883”, and the law relating to Joint-Stock Companies. The Companies Ordinance, 1895. Companies Ordinance, 1907. Companies Ordinance Amendment Ordinance, 1910. Companies Amendment Ordinance, 1918. Companies Law Amendment Ordinance, 1920. The Companies Ordinance, 1895, Amendment Ordinance, 1921. Licence and Stamp Act [Chapter 128 of 1939]. Extent of Repeal The whole. The whole. Sections, 15, 16 and 17. The whole. So much as is unrepealed. The whole. The whole. The whole. The whole. The whole. The whole. The whole. Item 42 of the Second Schedule. THIRD SCHEDULE (Sections 31, 355 and 361) FORM OF STATEMENT IN LIEU OF P ROSPECTUS TO BE DELIVERED TO REGISTRAR BY P RIVATE C OMPANY ON CEASING TO BE PRIVATE C OMPANY AND REPORTS TO BE SET O UT THEREIN PART I FORM OF STATEMENT AND P ARTICULARS TO BE CONTAINED THEREIN Companies Act [Chapter 24:03 ] Statement in lieu of Prospectus delivered for registration by ............................................................... (Insert the name of the company). Pursuant to section 35 of the Companies Act [ Chapter 24:03]. Delivered for registration by ................................................ 1. Names, descriptions and addresses of directors or proposed directors.