Section 464 of The Companies Act No. 17 of 2015: Return of purchase of own shares to be lodged with Registrar
(1) Within fourteen days after a company purchases shares under this Division, it shall lodge with the Registrar for registration a return that complies with subsections (2) to (4).
(2) The return complies with this subsection if it distinguishes—
(a) shares in relation to which section 428 applies and shares in relation to which that section does not apply; and
(b) shares in relation to which that section applies— (i) that are immediately cancelled under section 531; and (ii) that are not so cancelled.
(3) The return complies with this subsection if it states, with respect to shares of each class purchased—
(a) the number and nominal value of the shares; and
(b) the date on which the shares were delivered to the company.
(4) In the case of a public company, the return complies with this subsection if it states—
(a) the aggregate amount paid by the company for the shares; and
(b) the maximum and minimum prices paid in respect of shares of each class purchased.
(5) Particulars of shares delivered to the company on different dates and under different contracts can be included in a single return.
(6) If a company exercises the right conferred by subsection (5), the amount required to be stated under subsection (4)(a) is the aggregate amount paid by the company for all the shares to which the return relates.
(7) 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 two hundred thousand shillings.
(8) If, after a company or any of its officers is convicted of an offence under subsection (7), the company continues to fail to lodge with the Registrar the requisite return, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding twenty thousand shillings for each such offence.
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- Section 465 - Notice to Registrar of cancellation of shares
(1) If, on the purchase by a company of any of its own shares in accordance with this Part—
(a) section 526 does not apply (so that the shares are treated as cancelled); or
(b) that section applies...
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In this Division—
(a) a reference to payment out of capital is to any payment so made, whether or not it would, apart from this section, be treated as a payment out of capital; and
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A private limited company may in accordance with this Division, but subject to any restriction or prohibition in the company's articles, make a payment in respect of the redemption or purchase of its...
- Section 468 - The permissible capital payment
A payment that, in accordance with this Division, can be made by a company out of capital in respect of the redemption or purchase of its own shares is such amount as, after applying for that purpose—...
- Section 469 - What profits are available
(1) For the purposes of this Division, the available profits of the company, inrelation to the redemption or purchase of any of its shares, are the profits of the company that are available for...
- Section 470 - Determination of available profits
(1) The available profits of the company are determined as follows—
(a) first—
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- Section 471 - Requirements for payment out of capital
(1) A payment out of capital by a private company for the redemption orpurchase of its own shares is not lawful unless the requirements of section 472, 474, 477 and 478 are satisfied.
(2) Subsection...
- Section 472 - Directors’ statement and auditor’s report
(1) The company’s directors shall make a statement that complies with subsection (2).
(2) A statement complies with this subsection only if it specifies the amount of the permissible capital payment...
- Section 473 - Directors’ statement: offence if no reasonable grounds for opinion
If the directors make a statement under sections 468 to 471 without having reasonable grounds for the opinion expressed in it, each of the directors who is in default commits an offence and on...
- Section 474 - Payment to be approved by special resolution
(1) A payment out of capital is invalid unless it is approved by a special resolution of the company that complies with this section.
(2) Such a resolution is void unless it is passed on; or within...
- Section 475 - Resolution authorising payment: exercise of voting rights
(1) This section applies to a resolution passed by a company under section 474.
(2) If the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is...
- Section 476 - Resolution authorising payment: disclosure of directors’ statement and auditor’s report
(1) This section applies to a resolution passed by a company under section 474.
(2) The company shall ensure that a copy of the directors' statement andauditor's report under section 482 are made...
- Section 477 - Public notice of proposed payment
(1) Within the seven days immediately after the date of the resolution undersection 474, the company shall cause to be published in the Gazette a notice—
(a) stating that the company has approved a...
- Section 478 - Company to make directors’ statement and auditor’s report to be available for inspection
(1) A company that passes a resolution in accordance with section 475 shall ensure that the directors’ statement and auditor’s report required by section 472 are kept available for inspection...
- Section 479 - Objection to payment by members or creditors: application to the Court to cancel resolution
(1) If a private company passes a special resolution approving a payment out of capital for the redemption or purchase of any of its shares—
(a) any member of the company (other than one who...
- Section 480 - Notice of Court application or order to be lodged with Registrar
(1) Within fourteen days after making an application under section 479, the applicant shall lodge with the Registrar for registration a notice of the application.
(2) Subsection (1) does not affect...
- Section 481 - When payment out of capital to be made
(1) A payment out of capital is invalid unless it is made—
(a) no earlier than five weeks after the date on which the resolution under section 475 is passed; and
(b) no later than seven weeks after...
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(2) The...
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(b) if, and to...
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(a) profits,...
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(1) In determining whether a proposed distribution may be made by a company in a case in which—
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In determining for the purposes of this Part whether a company has made a profit or loss in respect of an asset when—
(a) there is no record of the original cost of the asset; or
(b) a record cannot...
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- Section 493 - Distributions in kind: treatment of unrealised profits
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(a) the certificates of the shares...
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(2) Except as provided by subsection (3), a purported...
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- Section 499 - Transfer of shares on application of transferor
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(a) probate of the will of a deceased person;
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(a) the...
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(1) An order is a remedial order for the purpose of this section if it is made in order to place a person affected by a contravention of section 511 in the position in which the person would have been...