3 “ intention o propose the rasolution as a special ‘resolution, the terms and affect ofthe resaiutlon and the Teasons forthe rasoltion {) The resolution must be passed a! a general meeting at which Imemoers holding in the aggregate atleast one quarter of the total ‘votes of all members entitled to vote at the meeting are prosent in Person of by prony fess votes are presert than seven days and not later than 21 days after the date ofthe meeting when those then present shall constitu a quorum, (©) On a vote by @ show of hands the resolution must be passed by at feast throe quarters ofthe number of members ented fo voto 0818 show of hands at the meeting who are present in person or by Prony. If poll has been demanded it must be passed by at {east three-quarters ofthe total votes to which members present in person or by proxy are ented, A Special resolution must be lodged with the Repstior within 20 day after it “Wes passed, fellowing which penalties become payable. This requirement isnot only subject to criminal sanction but i further reinforced by Section 202 wren Brevies hal a special resolution not o fodged within sx months of being passed, wil lapse and be void. The Resisar may be refuse to resistor a Specie ‘esoluion which appears tobe in confit with the Act of he company’s memorandum and aticies but the court may overrule tim, Once tho spacial ‘ssolufon hes been registered a copy thereof must bo attached o or embexed fer, and every member becomes '0 3 copy of the resolution on request in every coy of the articles issued th envi32 2 Registration ofthe close corporation ‘The following ls 9 lis! of information needed for the purpose of completing he registration documents fora close corporation \nformation necessary forthe registration ofa close corporation = Proposed nama ofthe corporation, = Alternative name of the corporation = Any transation or shortened form ofthe translation = Full names of member Residential addresses of member = Postal addresses of members = Percentage of members’ interest = Details (mathod/amount) of members’ interest = Description of main business Financial year end = Postal addresses of corporation = Registered office of corporation = Accounting officer: name, postal address and profession 2.3. Registration of close corporation OBJECT: After the completion of this subject you will be expected to be able ta prepare all the necessary documentation for registraion of 2 close carpoxation.34 Ragistration of documents oat 34.2 343 344 Power of attorey If the founders of the close corporation do net sign the registration documents personally, they may authorise someone else to do so fn their behalf under a power of attorney. This power of attorney, Properly stamped, must be lodge at the Companies Office ‘ogether withthe registration of documents, Reservation of name The name for @ close corporation is with form CC 8. The form ‘must bear revenue stamps to the value of NS 50,00. Founding statement ‘The founding statement (from CC 1), must be completed in triplicate ond must be signed by the menbers or their duly ‘authorised agent. The orginal form CC 1 must bear revenue stamps to the value of NS 100,00 and this copy is retained in the fle at the Companies Office (Office of the Regisirar of Close Corporations), The remaining two copies go the Receiver and to the Close Corporation after registration respocively ‘The accounting aficer Only certain persons may act as accounting officers for close comporations, The accounting officar must accept his appointment 28 such per letter, and his letter must be lodged with the founding statement