Section 298 - Documents to be annexed to the annual return of a private company

(1) With the annual return required by section 126, a private company shall send to the Registrar for registration,

(a) a certification that the company has not, since the date of the last return, or, in the case of the first return, since the date of incorporation of the company, issued an invitation to the public to acquire shares or debentures of the company or to deposit money with the company; and

(b) a certification that the number of members and debenture holders of the company does not exceed fifty or that an excess over fifty consists solely of persons who are genuinely in the employment of the company and persons, who, having been formerly genuinely in the employment, of the company were, while in that employment, and have continued after the determination of that employment to be, members or debenture holders of the company.

(2) In addition to complying with subsection (1), a private company shall send to the Registrar for registration,

(a) a copy of every statement of financial position and consolidated financial statements circulated to the members and debenture holders pursuant to section 128 during the period to which the return relates, and a copy of the report of the directors and of the report of the auditors accompanying those accounts; or

(b) a written statement by the auditors of the company that, to the best of the knowledge and belief of the auditors, the financial statements and reports referred to in section 128 have been sent to the members and debenture holders in accordance with that section; and

(c) a copy of the report so sent; and

(d) a certificate that to the best of the knowledge and belief of the persons signing the certificate, a body corporate is not or has not been at any time beneficially interested, otherwise than by way of security, in an issued share of the company, or that if a body corporate is or has been so interested, it is an exempted body corporate as defined in subsection (6).

(3) The certification required by paragraphs (a) and (b) of subsection (1) and paragraph (b) of subsection (2) shall be signed by a director and by the Company Secretary.

(4) The copies required by paragraph (a) of subsection (2) shall be certified by a director and by the Company Secretary to be true copies.

(5) The copy of the report of the auditors required by paragraph (b) of subsection (2) shall be certified by the auditors to be a true copy and the statement referred to in that paragraph shall be signed by the auditors.

(6) For the purposes of this section, a body corporate is an exempted body corporate if,

(a) it is not a public company;

(b) it has not at any time issued an invitation to the public to acquire any of its shares or debentures or to deposit money with the body corporate; and

(c) at all times since it became beneficially interested in any shares of the company,

(i) it has not had more than fifty members and debenture holders, not including persons who are genuinely in the employment of the body corporate and persons who, having been formerly genuinely in the employment of the company were, while in that employment, and continued after the determination of that employment to be, members or debenture holders of the company; and

(ii) another body corporate, other than an exempted body corporate, has not been beneficially interested, other than by way of security, in any issued shares of the body corporate.