(a ) shares held subject to the payment of the whole amount thereof in cash have been allotted to a total amount of not less than the minimum subscription; and (b ) every director of the company has paid to the company on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and (c) there has been delivered to the Registrar for registration an affidavit by the secretary or one of the directors in the prescribed form that the aforesaid conditions have been complied with; and (d ) the Registrar has certified that the company is entitled to commence business. (3 ) If a company has not issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers, unless — (a ) there has been delivered to the Registrar for registration a statement in lieu of prospectus; and (b ) every director of the company has paid to the company on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and (c) there has been delivered to the Registrar for registration an affidavit by the secretary or one of the directors in the prescribed form that paragraph (b) has been complied with; and (d ) th e Registrar has certified that the company is entitled to commence business. (4 ) The Registrar shall, on the delivery to him of the affidavit and, in the case of a company which is required by this section to deliver a statement in lieu of prospectus, of such statement, certify that the company is entitled to commence business and that certificate shall be conclusive evidence that the company is so entitled. (5 ) Any contract made by a company before the date at which it is entitled to commence business shall be provisional only and shall not be binding on the company until that date, and on that date it shall become bin ding. (6 ) Nothing in this section shall prevent the simultaneous offer for subscription or allotment of any shares and debentures or the receipt of any money payable on application for debentures. (7 ) If any company commences business or exercises borrowing powers in contravention of this section every person who is responsible for the contravention shall, without prejudice to any other liability, be guilty of an offence and liable to a default fine not exceeding level two. [Section as amended by Act No. 22 of 2001] Register and Index of Members 115 Register and index of members (1 ) Every company shall keep a register of its members and punctually enter therein the following particulars— (a ) the names and addresses of the members, a statement of the shares held by each member, distinguish ing each share by its number so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member; (b ) the date at which each person was entered in the register as a member; (c) the date at which any person ceased to be a member: Provided that, where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the register shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares specified in paragraph (a ). (2 ) The register of members shall be kept at the registered office of the company: Provided that if— (a ) the work of making it up is done at another office of the company, it may be kept at that other office; or (b ) the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, it may be kept at the office of that other person; however, that it shall not be kept at a place outside Zimbabwe. (3 ) Every company shall send notice in writing to the Registrar of the place where its register of members is kept and of any change in that place within one month of the date of its incorporation or change of place: Provided that a company shall not be required to send any notice in terms of this subsection where the register is kept at the registered office of the company. (4 ) Every company having more than fifty members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company and shall, within fourteen days after the date on which any alteration is made in the register of members, make any necessary alteration in the index. (5 ) The index shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found. (6 ) The index shall be at all times kept at the same place as the register of members.