Section 363 of The Companies Act No. 17 of 2015: Public companies: payment by long-term undertaking
(1) A public company shall not allot shares as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash if the consideration for the allotment is or includes an undertaking that is to be, or could be, performed more than five years after the date of the allotment.
(2) If a company allots shares in contravention of subsection (1), the allottee is liable to pay the company an amount equal to the aggregate of their nominal value and the whole of any premium or (if the case so requires) so much of that aggregate as is treated as paid up by the 40 undertaking, with interest at the appropriate rate.
(3) Even if a contract for the allotment of shares does not contravene subsection(1), a variation of the contract is void if it has the effect that the contract would have contravened that subsection if the terms of the contract as varied had been its original terms. If in the case of a company that has converted itself into a public company, this subsection applies also to the variation by the company of the terms of a contract entered into before' the registration of the conversion by the Registrar. (4) If—
(a) a public company allots shares for a consideration which consists of or includes in accordance with subsection (1) an undertaking that is to be performed within five years of the allotment; and
(b) the undertaking is not performed within the period allowed by the contract for the allotment of the shares, the allottee is liable to pay the company, at the end of the period so allowed, an amount equal to the aggregate of the nominal value of the shares and the whole of any premium or, if the case so requires, so much of that aggregate as is treated as paid up by the undertaking, together with interest at the appropriate rate.
(5) A reference in this section to a contract for the allotment of shares includes an ancillary contract relating to payment in respect of the shares.
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