(1) For the purposes of this Act, "private company" means a company which has a share capital and which, by its articles - (a) restricts the right to transfer its shares, and (b) limits the number of its members to 99 or fewer persons, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were, while in that employment, and have continued after the determination of that employment to be, members of the company, and (c) prohibits any invitation or offer to the public to subscribe for any shares, debentures or other securities of the company.
(2) A provision of a company's articles that prohibits any invitation to the public to subscribe for any shares or debentures of the company shall be construed as a prohibition on any invitation or offer being made to the public to subscribe for any shares, debentures or other securities of the company.