Section 8Part 2 — Constitution and Incorporation of Companies and Associations
Company limited by shares
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Subject to subsection
, where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, in this Act referred to as a company limited by shares, the memorandum of association shall also contain —
a declaratio n that the liability of its members is limited; and
the amount of capital with which it proposes to be registered, divided into shares of a certain fixed amount to be also therein specified: Provided that the capital with which an exempted company prop oses to be registered may be divided into shares without nominal or par value in which case the memorandum of association shall contain the amount of the aggregate consideration for which such shares may be issued: Provided further that no exempted company shall divide its capital into both shares of a fixed amount and shares without nominal or par value. ( 2 ) Where the capital of such a company is divided into shares of more than one class, the memorandum of association may contain a declaration that in a w inding up of the company the liability of members holding the shares of a particular class shall be unlimited.
The capital, fixed amount of shares and aggregate consideration referred to in subsection (1) may be expressed, and subscribed for, in any on e or more currencies.
No authorisation or issue, or purported authorisation or issue, by an exempted company of any share without nominal or par value shall, if that company has its capital divided into such shares only, be invalid only by reason of th e fact it was authorised or issued, or purportedly authorised or issued, prior to the 20th November, 1989.