The new Companies and Other Business Entities Act [Chapter 24:31] (hereinafter referred to as the new act) came into effect on the 13th of February 2020, and repealed and replaced the Companies Act [Chapter 24:03], (hereinafter referred to as the old companies act). The amendments to the old Companies Act brought various changes and amongst them, a change in the documents that are to be submitted upon company registration and any other documents relating to companies. What follows is a breakdown of the forms and the areas affected,

  1. Directorship.

The list of directorship and secretaries under the old Act was submitted to the Registrar of Companies using the CR14 form. Under the new act which is the Companies and Other Business Entities Act, the directorship and secretarial list is now submitted in CR6 format.

  1. Share capital

Upon registration of a company under the old Act, the shares of the company were issued at a fixed value and share capital/ nominal capital used to be presented in CR2 form. However, the new Act brought amongst other changes the issuance of shares at non-par value rather than shares with a fixed value together with provisions for the valuation of non-par value shares. Share capital unlike in the old act where it was presented in CR2 form, is now presented in form CR22.

  1. Increase in share capital or authorized share nominal capital.

Where a company has consolidated and divided its share capital into shares of larger amount than its existing shares, or converted any shares into stock, reconverted stock into shares, subdivided its shares or any of them, redeemed any redeemable preference shares, it shall within one month after so doing, give notice thereof to the Registrar, specifying the shares consolidated, divided, converted, subdivided, redeemed or cancelled or the stock reconverted. This notice of the increase was submitted in the CR5 form but however under the new Act the notice of increases in share capital is now submitted to the Registrar in the CR10 form.

  1. Notice of conversion, consolidated and split of share capital.

Notice to Registrar of consolidation of share capital, conversion of shares into stock, or if the company has consolidated and divided its share capital into shares of larger amount than its existing shares, or converted any shares into stock, or reconverted stock into shares, or redeemed any redeemable preference shares, cancelled any shares, otherwise than in connection with a reduction of share capital within one month after so doing, it shall give notice thereof to the Registrar specifying, as the case may be, the shares consolidated, divided, converted, subdivided, redeemed or cancelled or the stock reconverted. Under the old Act, this notice of conversion, consolidation and split of share was submitted to the Registrar in from CR4. However under the new Act, the notice for consolidation, conversion and split of share capital is now submitted in CR9 form.

  1. Return of allotment

Whenever a company makes, any allotment of its shares, it is required to lodge with the Registrar within one month, the return of the allotments, stating the number and nominal amount of the shares comprised in the allotment, the names and addresses of the allot and the amount, if any, paid or due and payable on each share. Previously Returns of allotments would be filed with the Registrar in CR2 form under the old Act. The returns of allotments are now filed with the Registrar under form CR11.

  1. Name search

Where a company intends to be registered, the law requires that they make an application to the Registrar to check the availability of the name. Under the old Act, this application would be submitted to the Registrar in CR21 form. The form has since changed with the coming of the new act into place and the application for search of the availability of the name is now submitted under CR2 form.

  1. Statement by directors for strike off and voluntary winding up.

In the event that a company chooses to strike off (removal from the company register by the Registrar) the form that was used was CR16 and was supposed to be signed by all directors. The new Act provides that where a company wish to be struck off or where it has exercised its right of voluntary winding up, that application should be submitted in CR14 form which is to be signed by all directors.

  1. Special resolutions

Under the old companies act, all special resolutions passed by the company at the general meeting would be submitted to the Registrar of companies for registration. In the old Act, the special resolution was to be submitted in CR11 form together with the contents of the special resolution. Under the Companies and other Business entities Act, it is still a mandatory requirement to submit special resolutions passed by the company but the form has changed. Special resolutions are now to be submitted in form CR8.

  1. Notice of situation and postal address of a company's registered office or of a foreign company's principal place of business and of any change thereto.

Notice of situation and postal address of a company's registered office or of a foreign company's principal place of business and of any change thereto used to be submitted to the Registrar of companies in CR6 form. Under the new Act, the notice is now submitted to the Registrar using CR5 form.

  1. Conversion from a PBC to a company

When a Private Business Corporation intends to convert to a company, under the old Act, they would make an application for conversion to the Registrar in CR22 form. Under the new Act, that same application is now done in CR15 form.

Conclusion

The new Companies Act makes provisions for the incorporation of Private business Corporations. The intention is to encourage small medium-sized enterprises to be registered and allow them in the market. The cost of registration of a company with these new forms is still the same hence it is just the format that one needs to pay attention to since it has changed. These amendments are comprehensive to the public and have made it easier for one to register a company.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.