Section 165 of The Companies Act No. 17 of 2015: 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 to a director of the company or of its holding company; or
(b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director, unless the transaction has been approved by a resolution of the members of the company.
(3) If the director is a director of the company's holding company, the transaction also needs to have been approved by a resolution of the members of the holding company.
(4) A resolution approving a transaction referred to in subsection (2) can be passed only if a memorandum is setting out the matters referred to in subsection (5) is made available to members—
in the case of a written resolution—by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to the member; or
(b) in the case of a resolution at a meeting — by being made available for inspection by members of the company both—
(i) at the company's registered office for not less than fourteen days ending with the date of the meeting; and (ii) at the meeting itself.
(5) The matters to be disclosed are—(a) the nature of the transaction;
(b) the amount of the quasi-loan and the purpose for which it is required; and
(c) the extent of the company's liability under any transaction connected with the quasi-loan.
(6) An approval is not required to be obtained under this section from the members of a body corporate that—
(a) is not a company registered under this Act; or
(b) is a wholly-owned subsidiary of another body corporate.
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