343. (a) A private company that has become a public
company or a public company that has become a private company shall give notice
thereof to the Registrar of Companies within fourteen days of the date of
change.
(b) The Minister, after
consulting with the Securities Authority, may make provisions in respect of the
implementation of this section, including provisions regarding the documents to
be transferred from the Registrar of Companies to theSecurities Authority or
from the Authority to the Registrar.
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A company that has become public or private
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344. (a) A company in which the liability of its
shareholders is not limited may alter its articles of association and prescribe,
with the approval of the court on an application under section 350(a), and on
such conditions as the court may prescribe, that the liability of the
shareholders is limited; the Minister may make provisions regarding the
implementation of this section.
(b) A company in which
the liability of shareholders is limited may alter its articles of association
with the consent of all its shareholders and determine that the liability of
shareholders shall not be limited.
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Alteration inliability ofshareholders
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345. (a) A registered cooperative society (in this
section “a society”) seeking to be registered as a company, shall prepare a plan
for organization as a company and shall submit it for the approval of the
Registrar of Cooperative Societies as defined in the Cooperative Societies
Ordinance.
(b) The Minister, in
consultation with the Minister of Labor and Welfare, may prescribe conditions
under which the Registrar of Cooperative Societies may approve a plan submitted
to him pursuant to the provisions of subsection (a), including conditions the
aim of which is to ensure that the position of creditors of the society shall
not be impaired.
(c) Where the Registrar
of Cooperative Societies has approved of the plan, the plan shall be brought for
approval by the general meeting of the society, of which notice, setting out the
details of the plan, has been delivered according to the law twenty-one days
prior to the meeting; where the plan is accepted by at least a three-quarters
majority of the members entitled to vote and who voted in person or by proxy,
articles of association shall be drawn up in accordance with this Law and upon
submission of an application for registration, a copy of the articles of
association shall be delivered to the Registrar of Companies and the fees
prescribed by the Minister shall be paid.
(d) Where the Registrar
of Companies has approved the registration, he shall give notice thereof to the
Registrar of Cooperative Societies, who shall delete the registration of the
society as a cooperative society and shall publish a notice to that effect in
Reshumot; after such deletion, the Registrar of Companies shall register the
society as a company.
(e) Upon registration of
the society as a company, the Registrar of Cooperative Societies shall provide
the Registrar of Companies with an extract of all the entries on the register of
charges regarding charges created by the society prior to its being registered
as a company, which existed at the time of registration, and of all documents
held by the Registrar of Cooperative Societies creating or evidencing such
charges, and the Registrar of Companies shall register the charges and the
details in the extract relating to each charge without collecting a fee.
(f) All of the assets and
liabilities of the society, including known and unknown liabilities, existent
and contingent, shall be transferred upon registration to the company, and all
legal proceedings to which the society is a party may be continued in such a way
that the company shall be party to them.
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Conversion of a cooperative society into a
company
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