Companies have to comply with Law

Records Required by Law
A company must keep the following documents at its registered office:

  • The company's constitution.
  • Meetings and resolutions of the shareholders.
  • Meetings and resolutions of directors.
  • Full details of the current directors.
  • Copies of Financial Statements required under the Act.
  • Full business and accounting records of the business for the last 7 years.
  • The share register.
  • Annual reports - The directors should prepare an annual report after the balance date of the company, which contains certain information, such as financial results, auditors report (if required), directors remuneration, statement of the company's affairs, etc.

Annual Return
A company is required to file an annual return yearly with the Registrar of Companies. Each company has been allocated a particular month of the year in which to file the annual return. The last digit of the registered number (the company number), allocated by the Companies Office, determines the particular month applicable.

The company has to notify the Registrar of Companies if it changes it name, its registered office, its directors, or issues further shares or grants, or satisfies any security over its assets. These are formal requirements that need to be complied with because amendments are made to the publicly held records. Other parties have to be notified of any changes with that company in case they are currently dealing with the company or are proposing to deal with the company.

Protection to Pre-emptive Rights
It's quite usual for the company's constitution to contain pre-emption rights for existing shareholders. These rights require any shareholder, who is looking to sell their shares, to first offer the shares to existing shareholders before offering them to others.

This is to ensure that existing shareholder's rights are protected at all times. The Companies Act provides for existing shareholders to have these pre-emptive rights, where there is an issuing of new shares by the company. Any new shares have to be offered to existing shareholders on a proportional basis so that their voting and distribution rights are maintained.

This offer has to be held open for a reasonable time and if not taken up, can be made to others.

Change of Name
A company may choose to change its name. It must first apply to the Registrar of Companies to reserve the name it has chosen. For more information on company names, see "Company Names" in this library. After the company has been notified that the new name has been reserved, it must pass a resolution to change the name and notify the Registrar of the change. There is a prescribed form for notice of the change - Form 5 - but no fee.

Adoption, Alteration and Revocation of Constitution
The shareholders of a company without a constitution may adopt one by special resolution. Shareholders may also alter or revoke a constitution by special resolution. The board of a company must ensure that notice of an adoption, alteration or revocation is filed with the Registrar within 10 working days of the event taking place. There is a prescribed form for this notice - Form 6 - but no fee.

Issue of Shares
After registration, a company must issue to any person named in the application as a shareholder, the number of shares that the application says the shareholder will receive. After the first issue of shares, the board of a company may issue shares at any time, to any person, and in any quantity it sees fit. This power is subject to the provisions of the Act and any provisions in a company's constitution that may modify its right to issue shares.

The Registrar must receive notice of the share issue on the prescribed form - Form 7 or 8, as appropriate within 10 working days of the issue.