Provided that any person lending money on the security of a debenture re-issued under this section, which appears to be duly stamped, may give the debenture in evidence in any proceedings for enforcing his security wit hout payment of the stamp duty or any penalty in respect thereof, unless he had notice or, but for his negligence, might have discovere d, that the debenture was not duly stamped, but in any such case the company shall be liable to pay the proper stamp duty and penalty. 111 Specific performance of contract to subscribe for debentures A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance. PART IV MANAGEMENT AND ADMINISTRATION Registered Office and Name 112 Registered office of company (1 ) Every company shall have a registered office in Zimbabwe, to which all communications and notices may be addressed and at which all process may be served. (2 ) Upon the incorporation of a company notice of the situation and postal address of the registered office shall be given to the Registrar and notice of any change in such situation or postal ad dress shall be given to the Registrar before such change is made. (3 ) The Registrar shall register any notice given in terms of subsection (2 ). (4 ) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and liable to a default fine not exceeding level one. [Section as amended by Act No. 22 of 2001] 113 Publication of name by company (1 ) Every company— (a ) shall continuously display its name on the outside of every company, every office or place in which its business is carried on, in a conspicuous position, in letters easily legible; (b ) shall have its name engraved in legible characters on its seal, if any; (c) shall have its name mentioned in legible characters in all business letters, notices and other official publications of the company, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, and in all delivery notes, invoices, receipts and letters of credit of the company: Provided that, for the purposes of this subsection, the abbreviations “Ltd.”, “Pvt.” and “Co-op” may be used for the words “Limited”, “Private” and “Co-operative” and the abbreviation “Co.” and the symbol “&” may be used for the words “Company” and “and”. (2 ) If default is made in complying with paragraph (a ) of subsection (1) the company and every officer of the company who is in default shall be guilty of an offence and liable to a default fine not exceeding level one. (3 ) If default is made in complying with paragraph (b) or (c) of subsection (1) the company shall be liable to a fine not exceeding level three. (4 ) If any officer of a company or any person on its behalf— (a ) uses or permits the use of any seal purporting to be a seal of the company whereon its name is not so engraved as aforesaid; or (b ) issues or permits the issue of any business letter, notice or other official publication of the company, or signs or permits to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods wherein its name is not mentioned in manner aforesaid; or (c) issues or permits the issue of any deli very note, invoice, receipt or letter of credit of the company wherein its name is not mentioned in manner aforesaid; he shall be guilty of an offence and liable to a fine not exceeding level three and shall further be person ally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount thereof, unless it is duly paid by the company. [Section as amended by Act No. 22 of 2001] Restrictions on Commencement of Business 114 Restrictions on commencement of business (1 ) Nothing in this section shall apply to a private company or to an existing company or to an association licensed under section twenty-six. (2 ) If a company has issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers unless—