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Companies Act, No. 17 of 1982
[Certified on 20th May, 1982]
L.D.—0. 54/81
AN ACT TO AMEND AND CONSOLIDATE THE LAW RELATING TO COMPANIES
BE it enacted by the Parliament of the Democratic Socialist Republic of SriLanka as follows: — 
1. (1) This Act may be cited as the Companies Act, No. 17 of 1982.
(2)
 
(a) The provisions of this Act other than Part V shall come into operationon such date (hereinafter referred to as the " appointed date ") as the Minister may, by Order published in the
Gazette,
appoint.(b) The provisions of Part V of this Act shall come into operation on such dateas the Minister may, by Order published in the
Gazette,
specify.
PART IINCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETOMEMORANDUM OF ASSOCIATION
2. (1) Any seven or more persons, or where the company to be formed is to be a private company, any two or more persons, or where the company to be formedis a people's company, any fifty or more persons, associated for anylawful purpose may, by subscribing their names to a memorandum
 
of association (which shall be printed) and otherwise complying with therequirements of this Act in respect of registration, form an incorporatedcompany, with or without limited liability.(2) Such a company may be either— (a)a company having the liability of its members limited by the memorandumto the amount, if any, unpaid on the shares respectively held by them (inthis Act referred to as "a company limited
 
 by
 
shares ") ; or (b)a people's company as defined in Part VII of this Act; or (c) a company having the liability of its members limited by the memorandumto such amount as the members may respectively thereby undertake to
Mode of formingincorporatedcompany.Short title anddate of operation.
 
contribute to the assets of the company in the event of its being wound up(in this Act referred to as " a company limited by guarantee ") ; or 
3—A 63752 (82/06)
(d) a company not having any limit on the liability of its members (in this Actreferred to as "an
 
unlimited company").
 
2Companies Act, No. 17 of 1982
3.
(1) The memorandum of every company shall state— (a) the name of the company, with "Limited" as the last word of the name inthe case of a public limited company, and with "(Private) Limited" as thelast words of the name in the case of a private limited company, wheresuch companies are limited by shares, and with "(Guarantee) Limited "as the last words of the name in the case of a company limited byguarantee, and with " (People's) Limited" as the last words of the namein the case of a people's company;(b) the district in which the registered office of the company is to be situate ;(c) the objects of the company.
(2) The memorandum of a company limited by shares or by guarantee shall also state that theliability of its members is limited.
(3) The memorandum of a company limited by guarantee shall also state thateach member undertakes to contribute to the assets of the company in the eventof 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 winding up, and for adjustment of the rights of the contributories amongthemselves, such amount as may be required, not exceeding a specified amount.(4) In the case of a company having a share capital— 
(a) the memorandum shall, unless the company is an unlimited company, state the amountof share capital with which the company proposes to be registered and the divisionthereof into shares of a fixed amount;
(b)
 
no subscriber of the memorandum shall take less than one share;
(c) each subscriber shall write opposite to his name the number of shares he takes.
Requirementswith respect tomemorandum.
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