This is done with the Registry of Companies.  To register a company, one needs to provide:

• Memorandum and Articles of Association
• A bank deposit slip showing that the start-up capital for a company has been deposited

A company may be set up with a minimum authorised share capital of Lm500 and minimum issued share capital of Lm500 out of which at least 20% must be paid up prior to registration.  This effectively means that a minimum of Lm100 is needed in order to set up a company.

Memorandum and Articles of Association

Article 69 of the Companies Act provides a list that must be found in the Memorandum of Association.  There are further requirements in the case of public companies.

Article 75 provides that there may be registered, along with the Memorandum of Association, Articles of Association, which should be signed by the subscribers to the Memorandum and prescribe regulations for the company.  They are a form of regulatory control which the shareholders may stipulate in advance to detail the manner in which they want the company to function.

If Articles are not registered, or if they are, insofar as they do not exclude or modify the regulations contained in the First Schedule, such regulations will be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered Articles.

The Act does not provide a list of requirements for the Articles, as it does with the Memorandum.  In fact, the Articles are subordinate to the Act and in case of conflict, the Act is to prevail.

The Articles set out the regulations governing the company’s internal affairs. 

Alterations or additions to the Memorandum and/or Articles may be effected by means of an extraordinary resolution.  Different rules apply where the change consists of a change in the registered office of the company or the conversion of any shares into stock or in the reconversion of that stock into shares.

Every time that the Memorandum or Articles are altered, the directors and the company secretary are required to file with the Registrar by not later than 14 days after the passing of the relevant resolution, a printed copy of the amendment together with a revised and updated copy of the Memorandum and Articles.  The revised copy should include all changes that would have occurred prior to the amendment.

 In the event of any discrepancy between the amended Memorandum and Articles and the registered Memorandum and Articles, the latter are to prevail, together with any resolutions duly registered thereafter.