Section 531, The Companies Act, 2009

(1) The Companies Act is hereby repealed. (2) Notwithstanding the repeal, all companies incorporated or registered under the Companies Act, shall be deemed to be incorporated and registered under this Act and shall, within 6 months after the commencement of this Act apply to the Commission for a certificate of registration, which shall, without payment of any fee, give to the company a certificate in the manner provided under this Act. (3) The name of any company which fails to apply for registration under subsection (2) within 6 months of the date of commencement of this Act will be struck off the register. (4) Any act done, executed or issued under the repealed Act and in force or operative before the commencement of this Act shall, so far as it could have been done, executed or issued under this Act have effect as if done, executed or issued under this Act. (5) Subject to this section, the memorandum of association and articles of association of a company incorporated or registered under the repealed Act and the provisions of Table A in the First Schedule of that Act, if adopted as all or part of the articles of that company shall have effect as if made or adopted under this Act. 384 385 Annual report by Com- Proof of signature of Registrar. Regulations. Repeal and savings Cap. 249. (6) Where a company formed before the commencement of this Act has, pursuant to its memorandum or articles or a resolution of the general meeting authorised directors of the company to issue shares and some part of the shares remain unissued, the directors may issue the shares on the terms and conditions and up to the limit expressed in the memorandum, articles or resolution without requiring the authority of a further resolution of the general meeting. (7) Any register, fund or account kept under the repealed Act shall be deemed to be part of a register, fund or account kept under the corresponding provision of this Act. (8) The provision of this Act with respect to winding up shall not apply to any company of which the winding up has commenced before the commencement of this Act; and the company shall be wound up in such manner and with the same incidents as if this Act had not been passed, and for purposes of the repealed Act, the provisions of the repealed Act shall be deemed to remain in force. SCHEDULES