“special resolution” means a resolution passed at a general meeting of a company in manner provided by subsections (1), (2) and (3) of section one hundred and thirty-three; “subsidiary” and “wholly owned subsidiary” have the meanings given to them by section one hundred and forty-three; “unable to pay its debts”, in relation to a company, has the meaning given to it by section two hundred and five and, in relation to an unregistered association, has the meaning given to it by paragraph (d ) of section three hundred and twenty-three; “unregistered association” has the mean ing given to it by section three hundred and twenty-two; “winding-up order” means any order whereby a company is placed under liquidation or under provisional liquidation when such order for provisional liquidation has not been set aside; “Zimbabwe Stock Exchange” …. [Definition repealed by section 120 of Act No. 17 of 2004] 3 Non-application of Act to certain institutions (1 ) Nothing in this Act contained shall apply to any building societies, co-operative societies or private business corporations, the formation, registration and management whereof are govern ed by any other enactment, save as may be otherwise provided in any such enactment. (2 ) This Act shall not be construed as applying to— (a ) a trade union or an employers’ organization; or (b ) a friendly society, other than a friendly society which was a t the 1st April, 1952, registered under any of the repealed laws. (3 ) In this section— “employers’ organization” and “trade union” have the meanings given to them respectively by section 2 of the Labour Relations Act [Chapter 28:01]; “friendly society” has the meaning given to it by section 2 of the Friendly Societies Act [Chapter 195 of 1974]; “private business corporation” has the meaning given to it by section 2 of the Private Business Corporations Act [Chapter 24:11]. 4 Application of Act to existing companies and savings (1 ) This Act shall apply to every company which, having been formed and registered under any of the repealed laws, is in Zimbabwe registered as a company at the 1st April, 1952, in the same manner as if the company had been formed and registered under this Act as a company; and every company to which this Act is so applicable shall be deemed to be duly incorporated and registered under this Act and is in this Act referred to as “an existing company”: Provided that— (i) nothing in this Act shall affect the validity of the incorporation of any existing company; (ii) reference in this Act, expressed or implied, to the date of registration shall be construed as a reference to the date at which an existing company was registered under any of the repealed laws; (iii) nothing in this Act contained shall affect any right or privilege acquired, or liability incurred, whether by agreement or otherwise, before the 1st April, 1952, by an existing company, or affect the validity of an existing company’s articles, which, being in force at such date, are not in conflict with this Act, save in so far as those articles may be affected by subsection (2). (2 ) Those articles of any existing company which should have been contained in a memorandum of association if the company had been formed under this Act shall, for the purpose of this Act, he deemed to be the memoran dum of association or part of the memorandum of association of the company, and shall be subject in all respects to the provisions of this Act relating to a memorandum of association. (3 ) Any new or supplementary deed or articles of association registered prior to the 1st April, 1952, under any of the repealed laws and embodying any alteration, consolidation, subdivision, conversion, increase or reduction of its registered capital, shall be of the same legal force and effect as if such alteration, consolidation, subdivision, conversion, increase or reduction had been fully effected under this Act. 5 Registrar and offices for registration of companies (1 ) There shall be an office in Harare and an office in Bulawayo called the Companies Registration Offices, for the registration of companies under this Act. (2 ) There shall be— (a ) a Chief Registrar of Companies, who shall exercise general supervision and direction of the Companies Registration Offices; and (b ) such numbers of registrars of companies, assistant registrars of companies and other officers as may be necessary for the purposes of this Act; and whose offices shall be public offices and form part of the Public Service.