(iii) by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of
the total sum paid up on all the shares conferring that right.
19 Form and signature of articles
Articles shall be in the English language, shall be printed and shall—
(a ) be divided into paragraphs numbered consecutively; and
(b ) be signed and dated by each subscriber to the memorandum in the presence of at least one attesting
witness and opposite every such signature of a subscriber or a witness there shall be written in legible
characters his full name, occupation and full residential or business address.
20 Alteration of articles
Subject to the conditions contained in its memorandum, a company may by special resolution alter or add to its
articles and any alteration or addition so made in the articles shall be as valid as if originally contained therein, and be
subject in like manner to alteration by special resolution.
Registration
21 Registration of memorandum and articles
(1 ) The memorandum and the articles, if any, together with either a duplicate original or a printed notarial
copy, shall be delivered to the Registrar:
Provided that in the case of a company to be registered in Bulawayo there shall be delivered in addition either
a further duplicate original or a further printed nota rial copy.
(2 ) Subject to due compliance with section one hundred and seventy-one, whenever that section is applicable
and upon payment of the prescribed fees, the Registrar shall, if the memorandum and the articles, if any, are in
accordance with this Act, register the same, and shall return to the company a duplicate original or one notarial
copy of the memorandum and of the articles, if any, with the date of the registration endorsed thereon.
22 Effect of registration and use of seal
(1 ) On registering the memorandum of a company the Registrar shall certify under his hand that the company
is incorporated, and the date of such incorporation.
(2 ) From the date of incorporation, the subscribers to the memorandum, together with such other persons as
may from time to time also become members of the company, shall be a body corporate by the name contained in
the memorandum, capable of exercising all the functions of an incorporated company, and having perpetual
succession, but with such liability on the part of the members to contribute to the assets of the company in the
event of its being wound up as is mentioned in this Act.
(3 ) A company may have a seal and, if it has, such seal shall be affixed to instruments in the manner prescribed in its articles.
23 Conclusiveness of certificate of incorporation
A certificate of incorporation given by the Registrar in respect of any association shall be conclusive evidence
that all the requirements of this Act, in respect of registration and of matters precedent and incidental thereto, have
been complied with, and that the association is a company authorized to be registered under this Act.
Provisions with Respect to Names of Companies
24 Prohibition of undesirable name
(1 ) The Registrar may on written application reserve a name pending registration of a company or a change
of name by a registered company. Such reservation shall be for a period of one month or such longer period, not
exceeding in all two months, as the Registrar may, for special reasons, allow:
Provided that a name shall not be reserved in terms of this subsection unless it has first been ascertained by
search and examination that the name is available for registration and the appropriate fee for such search has been
paid.
(2 ) No name shall be reserved and no company shall be registered by a name which is identical with that for
which a reservation is current or with that of a registered company or a registered foreign company or a private
business corpo ration registered under the Private Business Corporations Act [Chapter 24:11]or which so nearly
resembles any such name as to be likely to deceive unless the registered company or registered foreign company
or private business corporation, as the case may be, is in liquidation and signifies its consent to the registration in
such manner as the Registrar may require.
(3 ) The Registrar may, unless otherwise ordered by the Minister, refuse to register a company by a name
which in his opinion is likely to mislead the public or to cause offence to any person or class of persons or is
suggestive of blasphemy or indecency or which he considers to be undesirable for any other reason.
(4 ) Where, by any enactment, a person—
Select target paragraph3
Add to table of contents