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Section 329 of The Companies Act No. 17 of 2015: Power of directors to allot shares etc: authorisation by company

    

(1) The directors of a company may exercise a power of the company to—(a) allot shares in the company; or
(b) grant rights to subscribe for or to convert any security into shares in the company, only if
they are authorised to do so by a resolution of the company.
(2) An authorisation under subsection (1) may be given for a particular exercise of the power or for its exercise generally.
(3) An authorisation under subsection (1) is not effective unless it—
(a) states the maximum amount of shares that may be allotted under it; and
(b) specifies the date on which it will expire, which may not be more than five years from—
(i) in the case of authorisation contained in the company's articles at the time of its original incorporation — the date of that incorporation; or
(ii) in any other case, the date on which the authorising resolution is passed.
(4) An authorisation may—
(a) be renewed or further renewed by resolution of the company for a further period not exceeding five years; and
(b) be revoked or varied at any time by resolution of the company.
(5) A resolution renewing an authorisation is not effective unless—
(a) states or restates the maximum amount of shares that may be allotted under the authorisation or, the amount remaining to be allotted under it; and
(b) specifies the date on which the renewed authorisation will expire.
(6) In relation to rights to subscribe for or to convert a security into shares in the company, a reference in this section to the maximum amount of shares that may be allotted under the authorisation is to the maximum number of shares that may be allotted under the rights.
(7) The directors may allot shares, or grant rights to subscribe for or to convert any security into shares, after an authorisation has expired if—
(a) the shares are allotted, or the rights are granted, in accordance with an offer or agreement made by the company before the authorisation expired; and
(b) the authorisation allowed the company to make an offer or agreement that would or might require shares to be allotted, or rights to be granted, after the authorisation had expired.
(8) A resolution of a company to give, vary, revoke or renew an authorisation may be by an ordinary resolution.
(9) If a resolution under subsection (8) purports to amend the articles of a company, the resolution is effective only if it is a special resolution.

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

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