Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 86

86. (1) Where a corporation applies to the Commission under section 84 to be
registered as a company-

   (a)  if the Commission is satisfied that the corporation-

        (i)    has complied with the requirements of that section and with any
               conditions to which the certificate issued to the corporation
               under the provision of the law of a participating State or a
               participating Territory that corresponds with section 83 is
               subject; and

        (ii)   is not disqualified by reason of sub-section 84 (3) from making
               the application,

the Commission shall grant the application and register the corporation as a
company; or

   (b)  if the Commission is not so satisfied-the Commission shall refuse the
        application.

(2) Where a corporation applies to the Commission under section 85 to be
registered as a company-

   (a)  if the Commission is satisfied that the corporation has complied with
        the requirements of that section and is not disqualified by reason of
        that section from making the application or from being granted
        registration as a company-the Commission shall grant the application
        and register the corporation as a company; or

   (b)  if the Commission is not so satisfied-the Commission shall refuse the
        application.

(3) Where the Commission grants an application by a corporation under
section 84 or 85-

   (a)  if, in the case of a corporation incorporated in a participating State
        or participating Territory, the corporation was incorporated as a
        proprietary company or, in any other case, the constituent documents
        of the corporation comply with the requirements of sub-section 34
        (1)-the Commission shall register the corporation as a
        proprietary company; or

   (b)  if paragraph (a) does not apply-the Commission shall register the
        company as a public company.

(4) Where the Commission grants an application by a corporation under
section 84 or 85, the Commission shall register the corporation as a company
of one of the following classes:

   (a)  a company limited by shares;

   (b)  a company limited by guarantee;

   (c)  a company limited both by shares and by guarantee;

   (d)  an unlimited company; or

   (e)  a no liability company, being whichever of those classes is-

   (f)  in the case of a corporation that was incorporated under the law of a
        participating State or participating Territory-equivalent to the class
        in which the corporation is included under the law of that State or
        Territory; or

   (g)  in the case of any other corporation-the same or substantially the
        same as the class in which that corporation is included under the law
        of the place where the corporation was incorporated.

(5) Where the Commission grants an application by a corporation under this
Division for registration as a company, the Commission shall cause to be
issued to the corporation a certificate under the common seal of the
Commission-

   (a)  stating that the corporation has been registered under this Division
        as a company and specifying the date of commencement of the
        registration;

   (b)  stating that that company is-

        (i)    a company limited by shares;

        (ii)   a company limited by guarantee;

        (iii)  a company limited both by shares and by guarantee;

        (iv)   an unlimited company; or

        (v)    a no liability company,

as the case requires; and

   (c)  stating that that company is a proprietary company or a
        public company, as the case requires.

(6) The Commission shall cause a register to be kept for the purposes of this
section and, where a corporation is registered under this Division as a
company-

   (a)  shall cause to be entered in the register-

        (i)    the name of the corporation; and

        (ii)   the date of commencement of the registration of the corporation
               as a company; and

   (b)  shall cause to be incorporated with the register-

        (i)    in the case of a corporation registered as a company under
               sub-section (1)-the application lodged by the corporation under
               sub-section 84 (2) and the documents that, by virtue of
               paragraph 84 (2) (b), accompanied that application; and

        (ii)   in the case of a corporation registered as a company under
               sub-section (2)-the application lodged by the corporation under
               sub-section 85 (4) and the documents that, by virtue of
               paragraphs 85 (4) (a) to (g), inclusive, accompanied that
               application.

(7) Where a corporation is registered under this Division as a company and,
immediately before the corporation was so registered, it was registered
pursuant to Division 5 of Part XIII, the Commission shall, upon the
registration of the corporation as a company, remove the name of the
corporation from the register kept pursuant to that Division and may retain
such of the documents registered pursuant to that Division that relate to the
corporation as the Commission thinks fit.