Companies Act (Cap. 386), article 212

212. (1) A company referred to in article 211(1) may have a single member notwithstanding the provisions of article 68 and of article 72(1) or of any other provision of this Act, where the objects of such a company specify which activity of the company shall b e its main activity and the business of the company shall consist principally of that activity. (2) The provisions of article 214(2)( b)(i) shall not apply to companies falling within the terms of this article. (3) A company may have a single member upon registration or it may become a single member company through the acquisition o f all its shares by one person, provided that such a company comp lies with the provisions laid down in sub-article (1). (4) When a company becomes a single member company through the acquisition of all its shares by one person, the co mpany shall, within fourteen days, del iver to the Registrar for regis tration a notice - (a) specifying the fact that it has become a single member company and stating the name and residence of that single member; and (b) confirming compliance with the provisions laid down in sub-article (1). COMP ANIES [CAP. 386. 141 Such notice shall be deemed to satisfy the requirements of article 120(3). ( 5 ) W h e r e a p e r s o n b e c o m e s a s i n g l e m e m b e r a s a r e s u l t o f acquiring shares in the company causa mortis , such fact shall be stated in the notice referred to in sub-article (4) and such no tice shall be deemed to satisfy the r equirements of article 120(3). (6) If default is made in complying with sub-articles (4), (5) and (10), every officer of the company who is in default shall be liable to a penalty, and, for every day during which the defaul t continues, to a further penalty. (7) The single member shall exercise the powers of the general meeting of the company and the decisions taken by him in this capacity shall be recorded as minutes of the general meeting and the provisions of this Act regulating general meetings shall be construed accordingly. The decis ions referred to in this sub-ar ticle shall be deemed to be resolutions of the company for the purpos es of the application of the provisions of this Act: Provided that the provisions of this sub-article shall not prejudice the ri ghts of the auditors of the company under the provisions of article 155, and the rights granted to persons as are, by the articles of the company, entitled to receive notices of, attend and be heard at general m eetings of the company. (8) The single member shall reco rd in writing all agreements between him and the company as represented by him in a minute book kept by the company speci fically for the purpose. (9) If default is made in complying with the provisions of sub- article (8), the single member shall be liable to a penalty. (10) When a company ceases to be a single member company, it shall, within fourteen d ays, deliver to the Registrar for regis tration a notice specifying the fact that it is no longer a single memb er company and the provisions of this article shall not apply to s uch company from the date it has ceased to be a single member company. Change of status of company.