139.
| (1) A copy of every resolution or agreement to which this section applies shall within fifteen days after the passing or making thereof, be forwarded to the Registrar and recorded by him in the prescribed form. |
|
| (2) Where articles have been registered, a copy of every such resolution or agreement for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement. |
|
| (3) Where articles have not been registered, a printed copy of every such resolution or agreement shall be for warded to any member at his request, on payment of five rupees or such less sum as the company may direct. |
|
| (4) The provisions of this section shall apply to
| | (a) a special resolution ; | | |
| | (b) an extraordinary resolution ; | | |
| | (c) a resolution which has been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for its purpose unless, as the case may be, it has been passed as a special resolution or as an extraordinary resolution; | | |
| | (d) a resolution or agreement which has been agreed to by all the members of some class of shareholders, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members ; | | |
| | (e) a resolution requiring a company to be wound up voluntarily, passed under the provisions of paragraph (a) of subsection (1) of section 308. | | |
|
|
| (5) Where a company fails to comply with the provisions of subsection (1), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a fine of two hundred and fifty rupees. |
|
| (6) Where a company fails to comply with the provisions of subsection (2) or subsection (3), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a fine not exceeding two hundred and fifty rupees for each copy in respect of which default is made. |
|
| (7) For the purposes of subsections (5) and (6), a liquidator of the company appointed under this Act shall be deemed to be an officer of the company. |
|
|
Sri Lanka Consolidated Acts