Introduction - Companies Act No. 7 of 2007
The Companies Act No. 7 of 2007 which was in the making for 15 years
was at last unanimously passed in Parliament in October 2006 and
certified by the Speaker on March 20, 2007 and is expected to be
enforced from May 3, 2007.
The Companies Act could be considered a momentous legislative step in
the commercial law of Sri Lanka. The Law’s basic thrust is to facilitate
easy formation of new Companies. The law makers expect the new law to
give impetus to businessmen specially in outstations to incorporate
their private commercial establishments.
Presently, around 65,000 Companies have been registered under the
1982 Company Law, mostly in the Western Province of which approximately
22,000 to 25,000 have been dormant.
The re-registration requirement of existing Companies to obtain a
Company Number within six months of the new Act is expected to remove
the dead wood leaving only the active Companies in operation. The
computerized Companies List with the Registrar of Companies is expected
to modernize the statutory management of Companies.
Easy registration of new Companies is to be achieved by the
dispensation of the need to have legally crafted Memorandum of
Association (MOA) as the basic document under the 1982 Act. MOA limited
the diversification and expansion of a Company.
MOA limitation gave rise to Ultra Vires doctrine resulting in
expensive litigation. The appendix to the new Company Law contains model
Articles of Association which could be adopted easily in the new Company
formation as the basic incorporating document.
Single Share Holder Companies
The provision to enable even a single share holder, whether
incorporated or is the Secretary to the Treasury or an individual is
intended to assist new entrepreneurs to limit their private liabilities
by registering as a Company but still nostalgically holding on to the
full management of the business created by the individual.
However, there was a debate regarding the future of a Company in the
event of the individual Company owner’s death. This issue will have to
be settled by courts in the future.
The new Company Act is a comprehensive document incorporating most of
the modern features in International Company Law specially of the United
Kingdom, Canada, New Zealand and Australia.
New provisions include several subjects such as stated capital,
resolving minority share holder disputes, more comprehensive director’
duties and establishment of a Special Companies Dispute Board, which is
in effect is a Company Mediation Board to settle disputes that may arise
in the application of the new law. Incorporation Commercial Mediation
augurs well for minimising protracted commercial litigation.
The creation of the Joint Stock Companies concept 400 years ago is
considered a cardinal reason for development of commercial and technical
power of the developed world. One of the basic criterions of private
sector development is the number of Companies incorporated annually in a
country.
The new Law has done away with the concept of People’s Companies
added to 1982 Act by amendment which was an unmitigated failure. The new
Law which could be described as People’s Company Law should be taken to
the business entrepreneurs islandwide in Sinhala and Tamil in addition
to the traditional commercial language, English. Colombo has already
benefited from several seminars and workshops on the new Company Law.
The Legal Aid Commission would assist the Registrar of Companies and
the Trade and Industrial Chambers in this task.
S. S. Wijeratne
Questions and Answers
What alterations can
be made to a passport
Question: What are
the alterations that can be made to a Passport?
M.
Akbar
Borella
Answer: The following alterations can be made to a Passport:
1. Extension of the validity period of the passport.
2. Change of surname/other names/name after marriage/ name before
marriage.
3. Enter or change the profession/designation.
4. Inclusion of the NIC Number
5. Validation for another journey
6. Validation for all countries/validation for specified countries
7. Enter an endorsement as lost with regard to the previous passports
which were held and reported lost after obtaining the new passport.
8. The endorsement if the previous passport is found again
9. Cancellation of single journey endorsement.
10. Including children’s names which are already entered in the
passport.
11. Affixing/Updating child photographs which are already entered in
the passport.
12. Including Non Machine Readable Passport numbers into new passport
13. Endorse status of Dual Citizenship of the holder
****************
Registration of Motor
vehicles under Motor Traffic Act
Question: I would like to know the
importance of registering a motor vehicle with the Registrar of Motor
Vehicles. Your kind advice would be greatly appreciated.?
B. Chanaka
Galagedera
Answer:
1. No person shall possess or use a motor vehicle unless that vehicle
is registered, and the person for the time being entitled to the
possession of the vehicle is registered as the owner thereof in
accordance with the provisions relevant to registration of motor
vehicle.
2. On any change of possession of a motor vehicle the registered
owner of the vehicle shall, within seven days after such change of
possession deliver the revenue licence, the Certificate of Registration
and other relevant documents relating to the vehicle to the person into
whose possession the vehicle has passed, and shall inform to the
Commissioner for change of possession.
3. Where the revenue licence, Certificate of Registration and other
relevant documents are delivered, the person into whose possession the
vehicle has passed shall, within fourteen days after the change of
possession, forward to the Commissioner the revenue licence, the
Certificate of Registration and other relevant documents relating to the
vehicle, and shall apply to the Commissioner to be registered as the
owner in place of the person registered as the current owner.
If you need further information you may please contact -
The Commissioner of Motor
Traffic,
Dept. of Motor Traffic,
Narahenpita,
Colombo 5.
Tel. No. 011 2692994/011 2694331-8/011 2692996
****************
Cheated by job agency
Question: I hope to
go abroad to work as a Supervisor in a Middle East country. I went to a
job agency which is registered under the Foreign Employment Bureau. The
Job Agency issued me a visa for two months and they charged me Rs.
40,000 for the passport, visa and ticket.
My visa is due to
expire in a few weeks but they have still not given me my passport and
the ticket. I feel that I have been cheated by the Job Agency as they
keep on telling various excuses and delaying my trip. Can I make a
complaint to the police. Please advise me.
L.
G. Hemapala
Embilipitiya
Answer: You have mentioned that your Job Agency has been
registered with the Foreign Employment Bureau. So there is no need for
you to go to the police as the Foreign Employment Bureau has the power
to investigate into your matter.
The Foreign Employment Bureau has already issued circulars to the
police stations to bring matters of this nature to their books and the
Foreign Employment Bureau will thereafter investigate and take
appropriate action against such Job Agencies and even cancel their
registration under the Foreign Employment Bureau Act No. 21 of 1985. So
therefore please make a complaint to the Foreign Employment Bureau.
Their address is given below:
The Foreign Employment Bureau
No. 234,
Denzil Kobbekaduwa Mawatha,
Koswatte,
Battaramulla
Tel. No. 011 2864118/2864119
If you need further information you could contact our Migrant Workers
Desk, Legal Aid Commission, Head Office at No. 129, Hultsdorp Street,
Colombo 12.
****************
New Company Act
Question: I am very keen to know as
to when the new Companies Act was passed in Parliament and how it helps
a single person to establish a private company?
M. Boralessa
Battaramulla.
Answer: The new Companies Act No. 7 of 2007 was passed in
Parliament in October 2006 and it is expected to be in operation with
effect from 03rd May 2007. By this Act there will be no necessity to
have a Memorandum of Association. Only the Articles of Association is
sufficient to form a new Company. If you need further information in
this regard, you may kindly contact:
The Registrar of Companies
“Samagam Medura”
Dept. of Registrar of Companies
No. 400,
D. R. Wijewardene Mawatha,
Colombo 10
Tel. No. 011 2689209
****************
Grandparents worried about grandchildren’s mental abuse by parents.
Question: My wife and I are paternal
grandparents of two children aged 4 years (boy) and 1 year (girl). Our
son lives with his in-laws and often gets involved in nasty arguments
with his wife. This happens in the very presence of these two innocent
children who not only witness the going-ons but also hear the most
obscene language our daughter-in-law uses.
As paternal grandparents is there any
legal provision or other legitimate course of action which would enable
us to extricate the two hapless children from this tragic situation?
Your assistance in this regard would be very much appreciated.
P. Rajapakse
Kandy.
Answer: From the legal perspective the final custodian of all
children (minors) is the District Court. However, immediate custodian of
the children (minors) belongs to the parents. If there is mental abuse
resulting from the parents’ conflict, the Child Protection Authority can
apply to court to obtain a protection order from the Magistrate Court to
rectify the parents’ conflict. For your easy information the address of
the Child Protection Authority is given below:
The Child Protection Authority,
No. 330, Thalawathugoda Road,
Madiwela
Tel. No. 011 2778911/
011 2778912
Fax. No. 011 277915.
Email: [email protected]
****************
Documentations required for all types of passports
Question: What are the documents
required for all types of passports?
A. Sanjeewa
Mahawila
Documents required for all types of
passports
1) Form K with Form 1.M 35 (B)
These forms are available at the Department’s Head Office, Divisional
Secretariats, Post Offices and at the Offices of Grama Niladharies free
of charge. They can also be downloaded from the Department’s website.
The same application forms are issued by Sri Lankan Overseas Missions
in different colour so that they can be easily identified. The above
mentioned form (I.M.35) should be attested by one of the following:
(i) An officer of Sri Lanka Administrative Service, Education
Administrative Service, Accountant Service, Planning Service,
Engineering Service
(ii) Attorney-at-Law
(iii) Qualified Medical Practitioner
(iv) A commissioned officer of Army, Navy, Air Force or police.
(v) Inspector (OIC) of the Police Station in the area.
(vi)Samurdi Manager/Grama Niladhari/Social Service Officer of the
area.
(vii) A Post Master/A Principal
of School/ A Labour Officer.
(viii) An Estate Superintendent
(ix) Justice of the Peace
(x) Assistant Controllers, Authorised Officers and Enforcement
Officers of the Dept. of Immigration and Emigration.
The attesting officer should have known the applicant for a period of
at least six months. Similarly, the verification photograph of the
applicant, affixed to the application (IM35 (B) should also be certified
by the same period attesting page 2 of the application. The seal of the
attestor should also be placed in the space allocated for it and across
the verification photograph.
ii)Three photographs of the applicant as per visible. These
photographs should be very clear and of good quality, taken within 3
months of the application submitted.
iii) Existing Passport/Travel Documents: The existing passport/travel
document is returned to the applicant at the counter after cancellation
of the same and accepting photocopies of their data pages. This is not
applicable to first time applicants. It is not compulsory to surrender
passports which have already expired their validity period of 10 years.
If the previous passport is lost, follow the instructions given below:
(i) A police report from the nearest Police Station where the
passport is believed to be stolen or lost should be presented.
(ii) A Penalty of Rs. 10,000 in addition to the normal fees has to be
paid. However, the penalty need not be paid if the 10 years validity
period of the stolen/lost passport has already expired. If the applicant
has lost the passport while abroad and obtained an I.C.O.M./N.M.R.P. on
payment of the appropriate fee and the penalty, he/she need not pay the
penalty.
(iv) Certificate of Birthwhich has been duly authenticated in
manuscript by the Registrar or his assistant, together with a photocopy,
English translations, certified by sworn translators, are not accepted
as original Birth Certificates.
(v) National Identity Card (NIC), if the applicant is over 16 years,
with a photocopy of both sides. The NIC is returned to the applicant at
the Application Receiving Counter, along with receipt of payment for
application.
(vi)Marriage Certificatewith a photocopy of the same if the applicant
is a married female and wishes to have her husband’s surname entered in
her passport. Similarly, if she is divorcee and wishes to remove her
ex-husband’s surname from her previous travel document, a certified copy
of the divorce decree is required.
(vii) Originals of professional certificates with copies if the
applicant requires the profession to be noted in his/ her travel
documents such as Accountant, Doctor, Engineer, Attorney-at-Law,
Architect, Quantity Surveyor, Nurse and etc. which have governing
professional bodies and stipulated periods of training.
(viii) A letter from the relevant Ministry or Department if the
applicant is a staff officer of the Government and if the applicant
requires his/her designation to be noted in his/her travel document.
Similarly an acceptable letter from the Company is required for Company
Executives.
(ix) Driving Licence with a copy of both sides if the applicant
requires his/ her profession to be noted in the Passport as Driver.
(x) The prescribed fee - should be paid in cash. Payment of fee in
the forms of postage stamps, credit cards, etc., is not accepted. The
prescribe fee is given below:
The original Documents mentioned in above Number (III)_- (IX) will be
returned to the applicant after inspection.
One Day Service Normal Service
Diplomatic Official Ordinary All Countries Rs. 5,500.00 Rs. 3,000.00
Middle East Rs. 2,500.00 Rs. 1,000.00
IC Rs. 2,500.00
E.C. Rs. 2,000.00 Rs. 500.00
Fees for alterations
Rs. 250/- charges for one alteration.
Eg: To delete children - Rs. 250/-
To enter a new job - Rs. 250/-
Quotes from
Judgement
Special Determination No. 11, 13, 15, 16, 17, 18, 19, 20, 21, 25,
26, 27, 28, 30, 31, 32, 33, 34, 35, 37, 38, 39 & 40/2002
Separation of powers
“The powers of Government are separated as in most Constitutions, but
unique to our Constitution is the elaboration in Article 4 (a), (b) and
(c) which specifies that each organ of Government shall exercise the
power of the people attributed to that organ.
To make this point clearer, it should be noted that sub-paragraphs
(a), (b) and (c) not only state that the legislative power is exercised
by Parliament, executive power is exercised by the President and
Judicial power by Parliament through Courts, but also specifically state
in each sub-paragraph that the legislative power “of the People” shall
be exercised by Parliament; the executive power “ of the People” shall
be exercised by President and the judicial power “of the People” shall
be exercised by Parliament through the Courts.
This specific reference to the power of the people in each sub
paragraph which relates to the three organs of Government demonstrates
that the power remains and continues to be reposed in the people who are
sovereign, and its exercise by the particular organ of Government being
its custodian for the time being, is for the People.
SUPREME COURT
Sarath N. Silva, Chief Justice
S.W.B. Wadugodapitiya J.
Dr. Shirani A. Bandaranayake J.
Ameer Ismail J.
P. Edussuriya J.
Hector S. Yapa J.
J.A.N. de Silva J.
Legal Aid Commission
Islandwide essay competition
Subject : Law and Eradication of Harmful Drugs.
Length : 2000-2500 words.
Medium : Sinhala, Tamil and English.
Eligibility : Students in Advanced Level Classes
Awards : Cash Awards and Certificates.
Sponsorship by : Sri Lanka Telecom
Mailing Address : Islandwide School Essay Competition
Daily News Legal Aid Page
Legal Aid Commission
129, Hulftsdorp Street
Colombo 12.
Email: [email protected] |
