(3 ) An assistant registrar of companies or other officer referred to in paragraph (b ) of subsection (2) shall, if the Minister so directs, have the power to do any act or thing which may lawfully be done by a registrar of companies under this Act or any other enactment. (4 ) As from the 1st April, 1952, all registers of companies and other documents pertaining to companies filed of record under the repealed laws shall be incorporated in and form part of the register of companies and files kept in the offices established under this section. PART II INCORPORATION OF C OMPANIES AND M ATTERS INCIDENTAL THERETO Prohibition of Partnership Exceeding Twenty Members Prohibition of association or partnership exceeding twenty persons (1 ) No company, association, syndicate or partnership consisting of more than twenty persons shall be formed in Zimbabwe for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association, syndicate or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance of some other law, Letters Patent or Royal Charter: Provided that an association, syndicate or partnership which— (a ) consists solely of persons who are members of a designated profession or calling; and (b ) is formed for the purpose of practising or carrying on in Zimbabwe that designated profession or calling; may consist of more than twenty persons. (2 ) No association of persons formed after the 1st April, 1952, for the purpose of carrying on any business that has for its object the acquisition of gain by the association or by the individual members thereof shall be a body corporate, unless it is registered as a company under this Act or is formed in pursuance of some other law, Letters Patent or Royal Charter. (3 ) The President may, by proclamation in the Gazette, declare any profession or calling which is controlled and regulated by a council or other body established by or under any Act in force in Zimbabwe to be a designated profession or calling for the purposes of the proviso to subsection (1). Memorandum of Association 7 Mode of forming company Any one or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company either— (a ) a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them, in this Act termed a company limited by shares; or (b ) if a licence is granted in terms of section twenty-six, a company having no share capital but having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up, in this Act termed a company limited by guarantee. 8 Memorandum of company (1 ) In the case of a company limited— (a ) by shares, the memorandum shall be in the English language and must state — (i) the name of the company which shall, unless a licence has been granted under section twentysix, have “Limited” as the last word and shall also have included therein— A. in the case of a private company, the term “(Private)” as the penultimate word; B. in the case of a co-operative company, the word “Co-operative” or the abbreviation “Coop”; (ii) the objects of the company; (iii) that the liability of the members is limited; (iv) the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount; (b ) by guarantee, the memorandum shall be in the English language and must state — (i) the name of the company; (ii) the objects of the company; (iii) that the liability of the members is limited; (iv) 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 contracted before he ceases to be a member and of the costs, charges and expenses of the winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required, not exceeding a specified amount. (2 ) No subscriber to the memorandum of a company limited by shares may take less than one share. 6