Section 148 of The Companies Act No. 17 of 2015: Civil consequences of breach of general duties
(1) The consequences of breach (or threatened breach) of the general duties ofdirectors set out in this Division are the same as would apply if the corresponding common law rule or equitable principle applied.
(2) Those duties (with the exception of the duty set out in section 145) are enforceable in the same way as any other fiduciary duty owed to a company by its directors.
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- Section 149 - Cases within more than one of the general duties
Except as otherwise provided, more than one of the general duties may apply to a director in any given case.
- Section 150 - Consent, approval or authorisation by members
(1) If—
(a) section 146 is complied with by authorisation by the directors; or
(b) section 151 is complied with, the transaction or arrangement is not liable to be set aside because of any common...
- Section 151 - Duty to declare interest in proposed or existing transaction or arrangement
(1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, or in a transaction or arrangement that the company has...
- Section 152 - Director to make declaration by notice in writing
(1) A director who is required to make a declaration of interest shall give a notice to the other directors.
(2) The director may give the notice in hard copy form or, if the recipient has agreed to...
- Section 153 - General notice to be regarded as sufficient declaration
(1) A general notice given in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates.
(2) A general notice is a notice given to the...
- Section 154 - Declaration of interest in case of company with sole director
(1) If a declaration of interest under section 151 is required of a sole director ofa company that is required to have more than one director— (a) the company shall record the declaration in...
- Section 155 - Definition of credit transaction for purposes of Division 5
(1) In this Division, "credit transaction" means a transaction under which one party (a creditor)—
(a) supplies any goods under a hire-purchase agreement, a conditional sale agreement or retention of...
- Section 156 - Meaning of "quasi-loan" and related expressions
(1) For the purposes of this Division, a quasi-loan is a transaction under whichone party (a creditor)—
(a) agrees to pay, or pays otherwise than in accordance with an agreement, an amount for...
- Section 157 - Director’s long-term service contracts: requirement of members’ approval
(1) This section applies to a contract under which the employment of a personas a director of company is guaranteed—
(a) with the company; or
(b) if the person is the director of a holding company —...
- Section 158 - Substantial property transactions: requirement of members’ approval
(1) A company may not enter into an arrangement under which—
(a) a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the...
- Section 159 - Exception for transactions with members or other group companies
An approval is not required to be obtained under section 158—
(a) for a transaction between a company and a person as a member of the company; or
(b) for a transaction between—
(i) a holding...
- Section 160 - Exception in case of company in liquidation or under administration
(1) This section applies to a company—
(a) that is in liquidation, unless the liquidation is a members' voluntary liquidation; or
(b) that is under administration.
(2) An approval is not required...
- Section 161 - Exception for transactions on recognised investment exchange
(1) An approval is not required to be obtained under section 158 for atransaction on an approved securities exchange that is effected by a director, or a person connected with the director, through...
- Section 162 - Property transactions: civil consequences of contravening section 159
(1) An arrangement entered into by a company in contravention of section 158 and any transaction entered into in accordance with the arrangement (whether by the company or any other person) is...
- Section 163 - Property transactions: effect of subsequent affirmation
(1) If a transaction or arrangement is entered into by a company incontravention of section 158 but within a reasonable period, it is affirmed—
(a) in the case of a contravention of subsection (1) of...
- Section 164 - Loans to directors to be approved by members
(1) A company may not—
make a loan to a director of the company or of its member, holding company; or
(b) give a guarantee or provide security in connection with a loan made by any person to such a...
- Section 165 - Quasi-loans to directors: requirement of members' approval
(1) This section applies to a company that is—
(a) a public company; or
(b) a company associated with a public company.
(2) A company to which this section applies may not—
(a) make a quasi-loan...
- Section 166 - Loans or quasi-loans to persons connected with directors: requirement of members’ approval
(1) This section applies to a company that is—
(a) a public company; or
(b) a company associated with a public company.
(2) A company to which this section applies may not—
(a) make a loan or...
- Section 167 - Credit transactions: requirement of members' approval
(1) This section applies to a company that is—
(a) a public company; or
(b) a company associated with a public company.
(2) A company to which this section applies may not—
(a) enter into a credit...
- Section 168 - Related arrangements: requirement of members’ approval
(1) A company may not—
(a) participate in an arrangement under which—
(i) another person enters into a transaction that, if it had been entered into by the company, would have required approval...
- Section 169 - Exceptions for expenditure on company business
(1) An approval is not required under section 164, 165, 166 or 167 for anythingdone by a company—
(a) to provide a director of the company or of its holding company, or a person connected with any...
- Section 170 - Exception for expenditure on defending proceedings etc
(1) An approval is not required under section 164, 165, 166 or 167 for anything done by a company—
(a) to provide a director of the company or of its holding company with funds to meet expenditure...
- Section 171 - Exception for expenditure in connection with regulatory action or investigation
An approval is not required under section 164, 165, 166 or 167 for anything done by a company—
(a) to provide a director of the company or of its holding company with funds to meet expenditure...
- Section 172 - Exceptions for minor and business transactions
(1) An approval is not required under section 164, 165 or 166 for a company to make a loan or quasi-loan, or to give a guarantee or provide security in connection with a loan or quasi-loan, if the...
- Section 173 - Exceptions for intra-group transactions
(1) An approval is not required under section 164, 165 or 166 for—
(a) the making of a loan or quasi-loan to an associated body corporate; and
(b) the giving of a guarantee or provision of security...
- Section 174 - Exceptions for money-lending companies
(1) An approval is not required under section 164, 165 or 166 for the making of a loan or quasi-loan, or the giving of a guarantee or provision of security in connection with a loan or quasi-loan, by...
- Section 175 - Other relevant transactions or arrangements
(1) This section has effect for determining what are "other relevant transactions or arrangements" for the purposes of an exception to section 164, 165, 166 or 167.
(2) In subsections (3) to (6),...
- Section 176 - The value of transactions and arrangements
(1) For the purposes of this Division—
(a) the value of a transaction or arrangement is to be determined in accordance with subsections (2) to (7); and
(b) the value of any other relevant...
- Section 177 - The person for whom a transaction or arrangement is entered into
For the purposes of this Division, the person for whom a transaction or arrangement is entered into is—
(a) in the case of a loan or quasi-loan, the person to whom it is made;
(b) in the case of a...
- Section 178 - Loans etc: civil consequences for contravention
(1) This section applies to a transaction or arrangement entered into by a company in contravention of section 164, 165, 166 or 167.
(2) A transaction or arrangement to which this section applies is...
- Section 179 - Loans etc: effect of subsequent affirmation
If a transaction or arrangement is entered into by a company in contravention of section 164, 165, 166, 167 or 168 but, within a reasonable period, it is ratified—
(a) in the case of a contravention...
- Section 180 - Payment for loss of office
(1) In this Division, "payment for loss of office" means a payment made to a director or past director of a company—
(a) as compensation for loss of office as a director of the company;
(b) as...
- Section 181 - Amounts taken to be payments for loss of office
(1) This section applies if, in connection with a transfer of the kind referred toin section 183 or 184, a director of the company—
(a) is to cease to hold office; and
(b) is to cease to be the...
- Section 182 - Members’ approval required for payment by company
(1) A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company.
(2) A company may not make a...
- Section 183 - Members’ approval required for payment in connection with transfer of undertaking etc
(1) A person may not make a payment for loss of office to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the...
- Section 184 - Members’ approval required for payment in connection with share transfer
(1) A person may not make a payment for loss of office to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover...
- Section 185 - Exception for payments in discharge of legal obligations etc
(1) An approval is not required under section 182, 183 or 184 for a payment made in good faith—
(a) in discharge of an existing legal obligation;
(b) as damages for breach of such an...
- Section 186 - Exception for small payments
(1) An approval is not required under section 182, 183 or 184 if—
(a) the relevant payment is made by the company or any of its subsidiaries; and
(b) the amount or value of the payment, together...
- Section 187 - Payments made without approval: civil consequences
(1) If a payment is made in contravention of section 182—
(a) the payment is held by the recipient on trust for the company making the payment; and
(b) any director who authorised the payment is...
- Section 188 - Approval by written resolution: accidental failure to send memorandum
(1) If—
(a) approval under this Division is sought by written resolution; and
(b) a memorandum is required under this Division to be sent or submitted to every eligible member before the resolution...
- Section 189 - What happens if approval is required under more than one provision
(1) An approval may be required under more than one section of this Division.
(2) If an approval is required under more than one section of this Division, thecompany shall comply with each applicable...
- Section 190 - Directors’ service contracts
(1) For the purposes of this Division, a contract is a director's service contractif it is a contract under which—
(a) a director of a company undertakes personally to perform services (as director...
- Section 191 - Company to keep copy of contract or memorandum of terms available for inspection
(1) A company shall keep available for inspection—
(a) a copy of each director's service contract with the company or with a subsidiary of the company; or
(b) if the contract is not in writing – a...
- Section 192 - Right of member to inspect and to obtain copy of memorandum
(1) This section applies to a company that is required to keep a copy of a director's service contract, or a memorandum setting out the terms of the contract, available in accordance with section...
- Section 193 - Contract with sole member who is also a director
(1) If—
(a) a limited company having only one member enters into a contract with the sole member;
(b) the sole member is also a director of the company; and
(c) the contract is not entered into in...
- Section 194 - Provisions protecting directors from liability
(1) This section applies to the following provisions—
(a) a provision of a company's constitution;
(b) a provision of any contract, scheme or arrangement to which the company or a related company is...
- Section 195 - Provision of insurance not prevented
Section 194(3) does not prevent a company from purchasing and maintaining insurance against any liability specified in that subsection for a director of the company or a director of an associated...
- Section 196 - Qualifying third party indemnity provision not affected
(1) Section 194(3) does not apply to a qualifying third party indemnity provision.
(2) In this section, "third party indemnity provision", in relation to a director, means provision for indemnity...
- Section 197 - Directors to disclose qualifying indemnity provision in directors’ report
(1) In this section, "qualifying indemnity provision" means—
(a) a qualifying third party indemnity provision; and
(b) a qualifying pension scheme indemnity provision.
(2) If, when a directors'...
- Section 198 - Copy of qualifying indemnity provision to be available for inspection
(1) This section has effect if a qualifying indemnity provision is made for a director of a company and—
(a) applies to the company (whether the provision is made by the company or by an associated...