New Bill for the Amendment of the Companies (Amendment) Act, No. 07 of 2007, presenting several key amendments. Below is an analysis and summary of the critical changes:

Key Amendments:

1. Single Shareholder Incorporation:
   • Clause 2 amends Section 4 to allow the incorporation of companies with a single shareholder, which can be a natural person, a corporate entity, or the Treasury Secretary on behalf of the Government.
2. Time Limits for Notifications:
   • Clause 3 extends the notification period for name changes from 10 to 20 working days.
3. Rectifications:
   • Clause 4 corrects numbering errors in Section 19.
4. Prohibition of Bearer Shares:
   • Clause 5 prohibits the issuance of bearer shares or share warrants, ensuring better traceability.
5. Allotment of Shares:
   • Clause 6 modifies Section 52 to set a 20-working-day deadline for share allotments post-receipt of consideration.
6. Beneficial Ownership:
   • Clause 7 introduces a new division mandating companies to disclose beneficial ownership details and maintain related registers. This includes the definition of “beneficial owner” and penalties for non-compliance.
7. Director Removal Procedure:
   • Clause 8 revises Section 206, refining the process and rights of directors facing removal.
8. Age Limit for Directors:
   • Clause 9 extends the validity of resolutions for directors over 70 years until the next AGM.
9. Liquidator Responsibilities:
   • Clause 10 requires liquidators to submit meeting accounts and confirmations promptly, imposing penalties for failures.
10. Extended Time for Administrators:
    • Clause 11 grants administrators more time to provide creditor-requested information.
11. New Roles in the Registrar’s Office:
    • Clause 12 creates new positions like Additional Registrars-General of Companies.
12. Registrar’s Discretion for Deadlines:
    • Clause 14 empowers the Registrar to grant deadline extensions for furnishing documents.
13. Re-registration of Struck-off Companies:
    • Clause 15 allows struck-off companies to re-register and reclaim assets vested in the State, under court supervision.
14. Dispute Mediation:
    • Clause 16 introduces mediation as a resolution mechanism for company-related disputes.
15. General Penalties:
    • Clause 17 establishes penalties for violations not explicitly addressed elsewhere.
16. Beneficial Ownership Reporting:
    • Clauses 19 and 20 emphasize mandatory reporting of beneficial ownership, especially for bearer shares.
17. Corrections and Alignments:
    • Clause 21 rectifies translation and terminology inconsistencies in Sinhala, Tamil, and English versions.

These amendments primarily aim to enhance transparency, accountability, and regulatory compliance, ensuring that the Companies Act is aligned with international standards and modern business practices.

Download the New Bill