The Laws of Zambia
                          REPUBLIC OF ZAMBIA
                          THE COMPANIES ACT
                     CHAPTER 388 OF THE LAWS OF ZAMBIA
                  CHAPTER 388 THE COMPANIES ACT
                          THE COMPANIES ACT
                         ARRANGEMENT OF SECTIONS
                              PART I
                             PRELIMINARY
          Section
             1.        Short title
             2.        Interpretation
             3.        Effect of declaration in certified copy.
             4.        Application of Act to existing companies
             5.        Prohibition of large partnerships
                              PART II
                   INCORPORATION AND MODIFICATION OF COMPANIES
                      Copyright Ministry of Legal Affairs, Government of the Republic of Zambia
                                 The Laws of Zambia
                          Division 2.1-Incorporation
             6.        Application for incorporation
             7.        The articles of a company
             8.        Amendment of articles
             9.        Statutory declaration as to compliance with the Act
           10.        Certificates of incorporation and of share capital
           11.        Incorporation of the company
           12.        Register of companies
                        Division 2.2-Types of company 
           13.        Types of company
           14.        Public companies
           15.        Public company may not operate until certificate issued that minimum capital
                   requirements are satisfied
           16.        Private companies
           17.        Private companies limited by shares
           18.        Minimum capital for private company limited by shares
           19.        Companies limited by guarantee
           20.        Unlimited companies
                        Division 2.3-General Provisions
          Section
           21.        Contractual effect of incorporation
           22.        Capacity and powers of a company
           23.        Validity of acts
           24.        Notice not presumed
           25.        No disclaimer allowed
           26.        Companies ceasing to have at least two members
           27.        No increase in a member's liability or contribution without consent
           28.        Pre-incorporation contracts
           29.        Copies of certificate of incorporation, certificate of share capital and articles to
                   be given to members
                Division 2.4-Conversion of a company from one type to another
           30.        Conversion of a private company limited by shares to company limited by
                   guarantee
           31.        Conversion of private company limited by shares to unlimited company
           32.        Conversion of company limited by guarantee to company limited by shares or
                   unlimited company
           33.        Conversion of unlimited company to private limited company
           34.        Conversion of public company to private company limited by shares
           35.        Conversion of private company limited by shares to public company
           36.        Method of conversion
                      Copyright Ministry of Legal Affairs, Government of the Republic of Zambia
                                 The Laws of Zambia
                              PART III
                        MEMBERSHIIP AND REGISTERS
          Section
           45.        Membership of company
           46.        Membership by company of itself or of holding company
           47.        Offence if membership of private company exceeds number specified in
                   articles
           48.        Register of members
           49.        Inspection of register
           50.        Power of court to rectify register
           51.        Company may keep branch register
           52.        Duties in case of securities registered in branch register
           53.        Branch registers of foreign companies kept in Zambia
           54.        No notice of trust
           55.        Register to be evidence
                              PART IV
                         SHARES AND SHARE CAPITAL
                      Copyright Ministry of Legal Affairs, Government of the Republic of Zambia
                                 The Laws of Zambia
                          Division 4.1-Interpretation
           56.        Interpretation
                      Division 4.2-Issue and transfer of shares
           57.        Nature and transferability of shares
           58.        Numbering of shares
           59.        Redeemable shares
           60.        Capital redemption reserve
           61.        Share premium account
           62.        Variation of class rights
           63.        Return as to allotment of shares
           64.        Transfer of shares
           65.        Restrictions on transferability
           66.        Issue of share certificates
           67.        Endorsement of transfers
           68.        Share certificates as evidence
           69.        Share warrants to bearer
           70.        Transmission of shares by operation of law
          Section
           71.        Evidence of transmission of shares by operation of law
           72.        Company's lien on shares
           73.        Rights and options to subscribe for share issue to directors, officers and
                   employees
                       Division 4.3-Alteration of share capital
           74.        Alteration of share capital
           75.        Power to return accumulated profits in reduction of paid up share capital
           76.        Special resolution for reduction of share capital
           77.        Creditors may object to reduction in capital
           78.        Order confirming reduction and powers of court in making such order
           79.        Lodgement of order and issue of replacement certificate of share capital
           80.        Liability of members in respect of reduced shares
           81.        Offence of concealing name of creditor
                    Division 4.4-Restrictions on financial assistance
           82.        Restrictions on financial assistance in acquisition of shares
           83.        Relaxation of restrictions for private companies
                         Division 4.5-Miscellaneous
           84.        Dividends may be paid only out of profits
           85.        Exemption from property transfer tax
                      Copyright Ministry of Legal Affairs, Government of the Republic of Zambia