The Form 2 is for filing an application for incorporation of a Non Profit Company. As a part of the process, the Form cannot be filed unless Form 33 i.e. name reservation form of company is approved by CAIPO. Further, as a mandatory pre-requisite, Form 2 is required to be filed along with Form 4 and Form 9. While Form 4 and Form 9 are separate legislative forms can be filed for dual purpose i.e. notifying the details of Registered office and directors of the Company at the time of its incorporation as well as notifying any change in the details of Registered Office and Directors post incorporation, however, for enhanced user experience and ease, the relevant fields of Form 4 and Form 9 has been merged with Form 2 to create an integrated incorporation e-form.
Companies Act, Cap. 308 and the Companies Regulations, 1984
An Act to revise and amend the laws relating to companies and to provide for related and consequential matters. View the Act. View the Regulations
Section 312(1) of the Companies Act, CAP 308 defines a non-profit company as a company without share capital. It is a separate legal entity from its members, who incur no personal liability or individual responsibility for the debts or other liabilities of the company.
Pursuant to Section 316, Companies Act, CAP 308 a non-profit may have no fewer than three (3) Directors, whereas, based on its articles or by-laws, there is no limit on the number of members of the company.
Pursuant to Section 314(2) a non-profit company must restrict its undertaking to one that is of a patriotic, religious, philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature, or the like, or to the promotion of some other useful object.
- Approved Name Search and Name Reservation Form (Form 33)
- Notice of Address or Change of Address of Registered Office (Form 4)
- Notice of Directors or Notice of Change of Directors (Form 9)
- Articles of Incorporation (Form 2)
- Declaration by each signatory to the Articles of Incorporation
The formalities to be observed can be found under Section 315 of the Act. The Articles of Incorporation are set out in the digital prescribed form, in respect of the proposed company, inter alia:-
- the restrictions on the undertaking that the company is to carry on;
- that the company has no authorised share capital and is to be carried on without pecuniary gain to its members, and that any profits or other accretions to the company are to be used in furthering its undertaking;
- if the undertaking of the company is of a social nature, the address in full of the clubhouse or similar building that the company is maintaining; and
- that each first director becomes a member of the company upon its incorporation.
A notice of Change of Directors (Form 9) for non-profit companies must be submitted on the digital prescribed form within 15 days after a change is made among the directors of a company. After 15 days there is a $100 per day penalty for the late filing.