Section 456 of The Companies Act No. 17 of 2015: Resolution approving variation: disclosure of details of variation
(1) This section applies to a resolution passed by a company under section 454.
(2) The company shall ensure that a copy of the proposed variation (if it is inwriting) or a written memorandum giving details of the proposed variation (if it is not) is made available to the members of the company—
(a) in the case of a written resolution, by being sent or submitted to every eligible member of the company at or before the time at which the proposed resolution is sent or submitted to the member;
(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 day before the date of the meeting; and (ii) at the meeting itself.
(3) The company shall also ensure that a copy of the original contract or, a memorandum of its terms, together with any variations previously made, are made available to the members of the company.
(4) The company shall include in a memorandum of the proposed variation made available to its members the names of the members holding shares to which the variation relates.
(5) The company shall attach to the copy of the proposed variation made available to its members a written memorandum specifying such of those names as do not appear in the variation itself.
(6) A resolution to which this section applies is not validly passed if the requirements of this section are not complied with.
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