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Section 71 of The Companies Act No. 17 of 2015: Requirement as to share capital

    

(1) A company that has resolved to convert itself into a public company
may lodge an application for registration of the conversion only if the following
requirements are satisfied—
(a) the nominal value of the company's allotted share capital are not less
than the authorised minimum;
(b) each of the company's allotted shares is be paid up at least as to
one-quarter of the nominal value of that share and the whole of any
premium on it;
(c) if any shares in the company or any premium on them have been fully
or partly paid up by an undertaking given by a person that the person
or another person should do work or perform services (whether for
the company or any other person)—the undertaking has performed
or otherwise discharged; and
(d) if shares have been allotted as fully or partly paid up as to their
nominal value or any premium on tem otherwise than in cash, and the
consideration for the allotment consists of or includes an undertaking
to the company (other than one to which paragraph (c) applies), either
—
(i) the undertaking has been performed or otherwise discharged;
or
(ii) a contract exists between the company and some other person
under which the undertaking is to be performed within five years
after the date on which the special resolution is passed.
(2) For the purpose of determining whether the requirements of subsection
(1)(b), (c) and (d) are satisfied, shares allotted in accordance with an employees'
share scheme are to be disregarded if they would, but for this subsection, prevent
the company from being converted to a public company because the requirement
of subsection (1)(b) could not be satisfied.
(3) Shares disregarded under subsection (2) do not form part of the allotted
share capital for the purposes of subsection (1)(a).
(4) The Registrar may not register the conversion of a private company into a
public company if it appears to the Registrar that—
(a) the company has resolved to reduce its share capital;
(b) the reduction—
(i) is made under section 407;
(ii) has been confirmed by an order of the Court under section 410;
or
(iii) is supported by a solvency statement in accordance with
section; and
(c) the effect of the reduction is, or will be, that the nominal value of the
company's allotted share capital is below the authorised minimum.

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Disclaimer: This document is not to be taken as legal advise.

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