Section 386 of The Companies Act No. 17 of 2015: Company’s share premium account and application of share premiums
(1) If a company issues shares at a premium (whether for cash or otherwise),the company shall—
(a) if it has not already done so, establish an account to be called the share premium account; and
(b) transfer to that account an amount equal to the aggregate amount or value of the premiums on those shares.
(2) If, on issuing shares, a company has transferred an amount to its share premium account, it may use the amount to write off— (a) the expenses of the issue of those shares; and
(b) any commission paid on the issue of those shares.
(3) The company may use its share premium account to pay up new shares that are to be allotted to members as fully paid bonus shares.
(4) Subject to subsections (2) and (3), the provisions of this Act relating to the reduction of a company's share capital apply as if the company's share premium account were part of its paid up share capital.
(5) This section has effect subject to sections 387, 388 and 390.
(6) If a company fails to comply with subsection (1), the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
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- Section 387 - Relief from requirements as to share premiums: Group reconstruction relief
(1) This section applies if an issuing company that is a wholly-owned subsidiary of a holding company allots shares— (a) to the holding company; or
(b) to another wholly-owned subsidiary of the...
- Section 388 - Merger relief
(1) This section applies if an issuing company acquires at least a ninety percent equity holding in another company under an arrangement providing for the allotment of equity shares in the issuing...
- Section 389 - Merger relief: meaning of ninety percent equity holding
(1) This section applies for the purpose of determining whether a company has, for the purposes of section 388, acquired at least a ninety percent equity holding in another company under an...
- Section 390 - Power to make further provision by regulations for the purposes of this Division
The regulations may prescribe provisions for either or both of the following—
(a) for relieving companies from the requirements of section 386 in relation to premiums other than cash...
- Section 391 - Relief may be reflected in company’s balance sheet
If an amount that corresponds to the amount representing the premiums, or part of the premiums, on shares issued by a company that, as a result of relief (if any) under this Division, is not included...
- Section 392 - Classes of shares
(1) For the purposes of this Act, shares are of one class if the rights attachedto them are in all respects uniform.
(2) For purposes of subsection (1), the rights attached to shares are not to be...
- Section 393 - Variation of class rights: companies having a share capital
(1) This section is concerned with the variation of the rights attached to a class of shares in a company having a share capital.
(2) Rights attached to a class of a company’s shares may be varied...
- Section 394 - Variation of class rights: companies without a share capital
(1) This section is concerned with the variation of the rights of a class of members of a company that does not have a share capital.
(2) Rights of a class of members may be varied only—
(a) in...
- Section 395 - Section 393 and 394 not to affect powers of Court under certain provisions
Neither section 393 nor section 394 affects the powers of the Court under section 78, Part XXIX or XXXIV.
- Section 396 - Right to object to variation: companies having a share capital
(1) This section applies if the rights attached to any class of shares in a company are varied under section 393.
(2) The holders of not less in the aggregate than fifteen percent of the issued...
- Section 397 - Right to object to variation: companies having a share capital
(1) This section applies if the rights of any class of members of a company are varied under section 394.
(2) Members comprising not less than fifteen percent of the members of the relevant class...
- Section 398 - Copy of Court order to be lodged with Registrar
(1) Within fourteen days after the making of an order by the Court on anapplication under section 396 or 397, the company concerned shall lodge a copy of the order with the Registrar for...
- Section 399 - Notice of name or other designation of class of shares
(1) If a company assigns a name or other designation, or a new name or otherdesignation, to any class or description of its shares, it shall, within fourteen days after doing so, lodge with the...
- Section 400 - Notice of particulars of variation of rights attached to shares to be lodged with Registrar
(1) If the rights attached to shares of a company are varied, the company shall,within fourteen days after the date on which the variation is made, lodge with the Registrar for registration a notice...
- Section 401 - Notice of new class of members to be lodged with Registrar
(1) If a company not having a share capital creates a new class of members,the company shall, within fourteen days after the date on which the new class is created, lodge with the Registrar for...
- Section 402 - Notice of name or other designation of class of members to be lodged with Registrar
(1) If a company not having a share capital assigns a name or other designation, or a new name or other designation, to any class of its members, it shall, within fourteen days after doing so, lodge...
- Section 403 - Notice of particulars of variation of class rights
(1) If the rights of any class of members of a company not having a sharecapital are varied, the company shall, within fourteen days after the date on which the variation is made, lodge with the...
- Section 404 - Alteration of share capital of limited company
(1) A limited company having a share capital may alter its share capital only—(a) by increasing its share capital by allotting new shares; or (b) reducing its share capital in accordance with this...
- Section 405 - Sub-division or consolidation of shores
(1) A limited company having a share capital may—
(a) subdivide its shares, or any of them, into shares of a smaller nominal amount than its existing shares; or
(b) consolidate and divide all or any...
- Section 406 - Notice to Registrar of sub-division or consolidation
(1) Within one month after subdividing, consolidating or dividing its shares, a company shall lodge with the Registrar for registration a notice specifying the shares that are affected, and...
- Section 407 - Special resolution for reduction of share capital
(1) A limited company that has a share capital may reduce its share capital byspecial resolution.
(2) A special resolution under subsection (1) takes effect as provided by section411(3).
(3) A...
- Section 408 - Application to Court for confirming order
(1) As soon as practicable a company has passed a resolution for reducing itsshare capital, it shall apply to the Court for an order confirming the reduction.
(2) If the proposed reduction of capital...
- Section 409 - Creditors entitled to object to reduction
(1) When this section applies, each creditor of the company who, at the date fixed by the Court, is entitled to a debt or claim that, if that date were the commencement of the liquidation of the...
- Section 410 - Order confirming reduction and powers of Court on making such order
(1) The Court may make an order confirming the reduction of capital on such terms and conditions as it considers appropriate.
(2) The Court may not confirm the reduction unless it is satisfied, in...
- Section 411 - Registration of Court order and statement of capital
(1) On production of an order of the Court confirming the reduction of a company’s share capital and the lodgement of a copy of the order and of a statement of capital approved by the Court, the...
- Section 412 - Liability of members following reduction of capital
(1) If a company’s share capital is reduced, a member of the company (past orpresent) is not liable in respect of any share to any call or contribution exceeding the amount of difference (if any)...
- Section 413 - Liability to creditors omitted from list of creditors
(1) This section applies to a creditor who, in the case of a reduction of capital confirmed by the Court, was entitled to object to the reduction of share capital but who, as a result of being...
- Section 414 - Offence to conceal name of creditor, etc
An officer of a company who— (a) intentionally or recklessly—
(i) conceals the name of a creditor entitled to object to the reduction of capital; or
(ii) misrepresents the nature or amount of the...
- Section 415 - Shares no bar to damages against company
A person is not precluded from seeking or obtaining damages or other compensation from a company only because the person—
(a) is holding or has held shares in the company;
(b) has a right to apply...
- Section 416 - Public companies: duty of directors to convene a meeting on loss of capital
(1) If the net assets of a public company are half or less of its called-up Share capital, the directors shall convene a general meeting of the company to consider how to deal with the...
- Section 417 - Public company reducing capital below authorised minimum
(1) If the Court makes an order confirming a reduction of a public company’scapital that has the effect of bringing the nominal value of its allotted share capital below the authorised minimum, the...
- Section 418 - Expedited procedure for registration of conversion of company into a private company
(1) The Court may authorise a public company to be converted into a private company without its having passed the special resolution required by section 77.
(2) If the Court does so, it shall specify...
- Section 419 - Reduction of capital of private company supported by solvency statement
(1) A resolution for reducing share capital of a private company limited byshares is supported by a solvency statement if—
(a) the directors of the company make a statement of the solvency of the...
- Section 420 - What is a solvency statement?
(1) A solvency statement is a statement that each of the directors—
(a) has formed the opinion, as regards the company's situation at the date of the statement, that no ground exists on which the...
- Section 421 - Registration of resolution and supporting documents
(1) Within fourteen days after the resolution for reducing share capital is passed the company shall lodge with the Registrar for registration a statement of capital that complies with subsection...
- Section 422 - General power to make further provision by regulations
The regulations may make further provision for the implementation of this Part.
- Section 423 - Interpretation: Part XVI
(1) In this Part—
"distributable profits", in relation to the giving of any financial assistance—
(a) means those profits out of which the company could lawfully make a distribution equal in value...
- Section 424 - General rule against limited company acquiring its own shares
(1) A limited company shall not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with this Part.
(2) Subsection (1) does not prevent a limited company from...
- Section 425 - Treatment of shares held by nominee
(1) This section applies to shares in a limited company that—
(a) are taken by a subscriber to the memorandum as nominee of the company;
(b) are issued to a nominee of the company; or
(c) are...
- Section 426 - Liability of others if nominee fails to make payment in respect of shares
(1) This section applies to shares in a limited company that—
(a) are taken by a subscriber to the memorandum as a nominee of the company;
(b) are issued to a nominee of the company; or
(c) are...
- Section 427 - Duty to cancel shares in public company held by or for the company
(1) This section applies to a public company if—
(a) shares of the company are forfeited, or are surrendered to the company instead of forfeiture, as provided by the company's articles for a failure...
- Section 428 - Notice of cancellation of shares
(1) Within one month after cancelling shares in order to comply with section427, a company shall lodge with the Registrar for registration a notice giving details to the cancelled shares.
(2) The...
- Section 429 - Conversion of public company into private company in consequence of cancellation of shares
(1) If a public company is obliged to convert itself into a private company in orderto comply with section 427, the directors may resolve that the company should be so converted.
(2) Such a...
- Section 430 - Issue of certificate of incorporation on registration of conversion of public company into private company
(1) The Registrar shall register the conversion of a company into a private limited company if satisfied that the application for registration complies with the requirements of section 429.
(2) If...
- Section 431 - Effect of failure to apply for registration of company's conversion into private company
(1) If a public company that is required by section 427 to apply to the Registrarfor the registration of the conversion of the company into a private company fails to do so before the deadline...
- Section 432 - Offence to fail to cancel shares or apply for registration of company's conversion into private company
(1) If a company that is required to do so by section 427—
(a) fails to cancel specified shares; or
(b) fails to make an application for the registration of the conversion of the company into a...
- Section 433 - Application of sections 437 to 442 to private company that applies for registration of conversion into public company
(1) This section applies to a private company that is registered as a public company—
after shares in the company have been forfeited in accordance with the company's articles or have been...
- Section 434 - Transfer to reserve on acquisition of shares by public company ornominee
(1) If—
(a) a public company, or a nominee of a public company, acquires shares in the company; and
(b) those shares are shown in a balance sheet of the company as an asset,
the company shall...
- Section 435 - Public companies: general rule against lien or charges on own shares
(1) A lien or other charge of a public company on its own shares(whether taken expressly or otherwise) is void, except as permitted by this section.(
2) In the case of any description of company, a...
- Section 436 - Interests to be disregarded in determining whether company has beneficial interest
In determining for the purposes of this Part whether a company has a beneficial interest in shares, the interests referred to in sections 437, 438 and 439 are to be disregarded.