The Companies Act, 2013 of the Laws of The Gambia, came into force on the 9th October 2013 and contains provisions for the formation of Private Company.
A private company that wishes to begin or carry on any business or undertaking in the Gambia after the 9th October 2013 must comply with formation requirements under the Companies Act, 2013.
Who Can Form
Any two or more persons may form and incorporate a company so long as they comply with the requirements of the Companies Act, 2013;
Preparation for Formation
We shall require the following documents for assistance in formation of a private company:
- The company must prepare a Memorandum of Association;
- The Memorandum of Association must contain the following information:
- The name of the company;
- That the registered office of the company shall be situated in The Gambia;
- The restriction, if any, on the powers of the company;
- The status of the company indicating whether it is a private or public company, as the case may be; and
- The liability of its members, indicating whether it is limited by shares, guarantee or is unlimited, as the case may be;
- The objects of the company are unrestricted unless it is indicated within the memorandum the specific restrictions of the objects of the company;
- The signatures of each subscriber in the presence of at least one witness who shall attest the signature;
- The company must prepare its Articles of Association;
- The articles shall state the number of members with which the company proposes to be registered for the purpose of enabling the registrar to determine the fees payable on registration.
- The article shall be divided into paragraphs numbered consecutively;
- The article shall be signed by each subscriber of the memorandum;
Private Company Limited by Shares or with Unlimited Liability
A private company limited by shares shall have the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them. The memorandum must state the amount of authorized share capital into shares of a fixed amount.
An unlimited private company must be registered with a share capital and where an existing unlimited private company is not registered with a share capital, it shall, not later than the appointed day, alter its memorandum so that it becomes an unlimited company having share capital.
Both types of companies’ memorandums of association of must indicate that the subscribers of the memorandum have taken not less than twenty five percent (25%) of the authorized share capital. Also, its issued capital shall not at any time be less than twenty-five percent (25%) of the authorized share capital.
The memorandum must state the amount of authorized share capital with which the company proposes to be registered and the division of the share capital into shares of a fixed amount.
The subscribers of the memorandum shall take amongst themselves a total number of shares of a value not less than twenty five percent (25%) of the authorized capital and each subscriber shall write opposite to his or her name the number of shares he or she has taken.
Where a subscriber of the memorandum holds in whole or in part, shares subscribed by him or her in trust for any other person, they shall disclose in the memorandum that fact and the name of the beneficiary.
Private Company Limited by Guarantee
A private company limited by guarantee shall be registered as such where no portion of the income or property is to be paid or transferred directly or indirectly to the members of the company and where the company is formed for promoting commerce, art, science, religion, sports, culture, education, research, charity or other similar objects whereas the income and property of the company are to be applied solely towards the promotion of its objects.
The income and property of the private company limited by guarantee shall be applied solely towards the promotion of its objects, and that no portion of the income or property is to be paid or transferred directly or indirectly to the members of the company except as permitted by the law.
A private company limited by guarantee shall not be incorporated with the object of carrying on business for the purpose of making profits for distribution to members. A private company limited by guarantee shall not be registered with a share capital and an existing company limited by guarantee and having share capital shall alter its memorandum so that it becomes a company limited by guarantee and not having share capital.
The total liability of the members of a company limited by guarantee to contribute to the assets of the company in the event of its being would up shall not be at any time less than Ten Thousand Dalasis (D10,000);
Also each member of the company shall undertake to contribute to the assets of the company if it is wound up while he or she is a member or within one year after he or she ceases to be a member, a payment of-
- The debts and liabilities of the company, and
- The costs of winding up,
- Such amount as may be required not exceeding a specified amount and the total of which shall not be less than Ten Thousand Dalasis (D10,000.00);
Miscellaneous
We are required by our regulatory authorities to be supplied with certain information and documentation in respect of the owner or ultimate owner and the directors and officers of the company. All material in respect of the owner(s) will be kept in confidence unless disclosure is required under our laws. Please complete the client profile form that is applicable to you, client profile (individual) or client profile (corporate), and return it to us together with the documents required. Each beneficial owner of the company will have to complete one form.
Procedure
If we are instructed in the registration of the company, then in addition to supplying us with the required items detailed above, please confirm to us the names of the Directors who will sign the Memorandum and Articles of Association and the name and address to which we send the Memorandum and Articles of Association for signing.
Please address any enquiries to info@amiebensoudaco.net