Companies Act, 2019 (Act 992)

Section 26 - Contents of registered constitution

(1) Where at incorporation, a company opts to have a registered constitution, the registered constitution of that company shall state,

(a) the name of the company, with the last words of the name as required by subsection (1) of section 21;

(b) the names of the first directors of the company; and

(c) that the powers of the directors are limited in accordance with section 189.

(2) Where a company has been incorporated in accordance with this Act and subsequently opts to have a registered constitution, it

(a) may state the nature of the business in that constitution which the company is authorised to carry on, or if the company is not formed for the purpose of carrying on a business, the nature of the objects for which the company is incorporated; and

(b) shall deliver to the Registrar

(i) the constitution, and

(ii) a special resolution of the company to indicate the intention to have the registered constitution.

(3) In the case of a company having shares, the registered constitution shall also state the number of shares with which the company is to be registered.

(4) A registered constitution may contain any other lawful provisions relating to the structure and administration of the company.

(5) In the case of a company that does not have a registered constitution, the company shall be deemed to have as part of the constitution under section 25 the matters with respect to the

(a) name of the company,

(b) names of its first directors,

(c) number of shares with which the company is registered, and

(d) number of shares subscribed by each shareholder on the incorporation of the company and the consideration to be respectively paid for those shares as are respectively stated in the application for incorporation under section 13.

Reproduced for reference only - this is not legal advice. Legislation can be amended or repealed; verify the current authoritative text with official sources before relying on it. Report a content issue.