(2 ) If, where any such alteration has been made, the company at any time after the date of the alteration issues any copy of the memorandum or articles which is not in accordance with the alteration, the company and every officer of the company who is in default shall be guilty of an offence and liable to a fine not exceeding level one for each copy so issued. [Section as amended by Act No. 22 of 2001] Membership of Company 30 Definition of member (1 ) The subscribers to the memorandum of a company shall be deemed to have agreed to become members of the company and on its registration shall be entered as members in its register of members. (2 ) Every other person who agrees to become a member of a company and whose name is entered in its register of members shall be a member of the company. 31 Membership of holding company (1 ) Except in the cases hereafter in this section mentioned, a body corporate cannot be a member of a co mpany which is its hold ing company, and any allotment or transfer of shares in a company to its subsidiary shall be void. (2 ) Nothing in this section shall apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money. (3 ) This section shall not prevent a subsidiary which is, at the 1st April, 1952, a member of its holding co mpany, from continuing to be a member but, subject to subsection (2), the subsidiary shall have no right to vote at meetings of the holding company or any class of members thereof. (4 ) Subject to subsection (2), subsections (1) and (3) shall apply in relation to a nominee for a body corporate which is a subsidiary, as if references in subsections (1) and (3) to such a body corporate included references to a nominee for it. 32 Personal liability or member where business carried on with no members If a company has no members and carries on business for more than six months without members, any person who knowingly causes it to do so shall be liable, jointly and severally with the company, for all debts incurred by it after the six months have elapsed. Private Companies 33 Definition of private company (1 ) The expression “private company” means a company other than a co-operative company, which by its articles— (a ) restricts the right to transfer its shares; and (b ) limits the number of its members to fifty, not including persons who are in the employment of the co mpany and persons who, having been formerly in the employment of the company, were while in that e mployment and have continued, after the determination of that employment, to be members of the company; and (c) prohibits any invitation to the public to subscribe for any shares or debentures of the company. (2 ) Where two or more persons hold one or more shares in a company jointly they shall, for the purposes of this section, be treated as a single member . (3 ) With the sanction of a special resolution and subject to confirmation by the court, a public company may con vert itself into a private company. 34 Consequences of default in complying with conditions for private company Where the articles of a company include the provisions which, under section thirty-three, are required to be included in the articles of a company in order to constitute it a private company but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies by this Act and the provisions thereof shall in all respects apply to the company as if it were not a private company: Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms an d conditions as seem to the court just and expedient, order that the company be relieved from such consequences as aforesaid. 35 Statement in lieu of prospectus on ceasing to be private company (1 ) If a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section thirty-three, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of one month after the said date, remove the term “(Private)” from its name and deliver