Section 468 of The Companies Act No. 17 of 2015: 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— (a) available profits of the company; and
(b) the proceeds of a fresh issue of shares made for the purposes of the redemption or purchase, is required to meet the price of redemption or purchase.
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- 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—
Determine the profits of the company by reference to the following items as stated in the relevant financial...
- 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...
- Section 482 - Company whose shares are redeemed or purchased to transfer amount to capital redemption reserve
(1) In this section, “capital redemption reserve”, in relation to a company, means the reserve referred to in subsection (2).
(2) If under this Part or Part XX, shares of a limited company are...
- Section 483 - Accounting consequences of payment out of capital
(1) This section applies if a payment out of capital is made in accordance with Division 4.
(2) If the permissible capital payment is less than the nominal amount of the shares redeemed or purchased,...
- Section 484 - Effect of company’s failure to redeem or purchase
(1) This section applies to a company that—
(a) issues shares on terms that they are or are liable to be redeemed; or (b) agrees to purchase any of its shares.
(2) A company to which this section...
- Section 485 - Interpretation: Part XVII
(1) In this Part, “distribution” means every description of distribution of the assets of a company to its members (whether in cash or otherwise) subject to the exceptions in subsection (2).
(2) The...
- Section 486 - Distributions to be made only out of profits available for the purpose
(1) A company may make a distribution only out of profits available for thepurpose.
(2) The profits of a company available for distribution are—
(a) its accumulated, realised profits (so far as not...
- Section 487 - Net asset restriction on distributions by public companies
(1) A public company may make a distribution only—
(a) if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves; and
(b) if, and to...
- Section 488 - Justification of distribution by reference to relevant financial statements
(1) Whether a distribution may be made by a company without contravening this Part is determined by reference to the following items as stated in the relevant financial statements—
(a) profits,...
- Section 489 - Successive distribution etc by reference to the same financial statements
(1) In determining whether a proposed distribution may be made by a company in a case in which—
(a) one or more previous distributions have been made in pursuance of a determination made by reference...
- Section 490 - Treatment of development costs
(1) If development costs are shown or included as an asset in a company’saccounting records, any amount shown or included in respect of those costs is to be treated for the purposes of section 486 as...
- Section 491 - Determination of profit or loss in respect of asset where records incomplete
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...
- Section 492 - Distribution in kind: determination of amount
(1) This section applies for determining the amount of a distribution consisting of or including, or including or treated as arising in consequency of, the sale, transfer or other disposition by a...
- Section 493 - Distributions in kind: treatment of unrealised profits
(1) This section applies if—
(a) a company makes a distribution consisting of or including, or treated as arising in consequence of, the sale, transfer or other disposition by the company of a...
- Section 494 - Consequences of unlawful distribution
(1) This section applies to a distribution, or part of a distribution, that is made by a company to one of its members in contravention of this Part.
(2) If, at the time of the distribution, the...
- Section 495 - Share certificate to be evidence of title
A certificate duly executed in accordance with section 37 specifying any shares held by a member is, in the absence of proof to the contrary, evidence of the member’s title to the shares.
- Section 496 - Duty of company as to issue of certificates etc. on allotment
(1) A company shall, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery—
(a) the certificates of the shares...
- Section 497 - Registration of transfer of shares and debentures
(1) A company may register a transfer of shares in or debentures of thecompany only if a proper document of transfer has been delivered to it.
(2) Except as provided by subsection (3), a purported...
- Section 498 - Procedure on transfer being lodged
(1) As soon as practicable (and in any case not later than two months) after the date on which a transfer of a company’s shares or debentures is lodged with it, the company shall either— (a) register...
- Section 499 - Transfer of shares on application of transferor
(1) On the application of the transferor of any share or interest in a company,the company shall enter in its register of members the name of the transferee in the same manner and subject to the same...
- Section 500 - Execution of share transfer by executor or administrator
A document of transfer of the share or other interest of a deceased member of a company—
(a) can be made by the deceased member's executor or administrator even though the executor or administrator...
- Section 501 - Evidence of grant of probate, etc
(1) If a document produced to a company is by law sufficient evidence of thegrant of—
(a) probate of the will of a deceased person;
(b) letters of administration, of the estate of a deceased person;...
- Section 502 - Certification of document of transfer of shares or debentures
(1) A certificate issued by a company in relation to a transfer of shares in, or of debentures of, the company is to be taken to be a representation by the company to any person acting on the faith of...
- Section 503 - Duty of company as to issue of certificates etc on transfer
(1) A company shall, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery—
(a) the...
- Section 504 - Company no longer authorised to issue share warrants after commencement of this section
(1) Irrespective of whether a company limited by shares purports to be authorised by its articles to issue with respect to any fully paid shares a share warrant stating that the bearer of the share...
- Section 505 - Power of Court to order company to make good failure to issue certain documents
(1) If a company is failing to comply with section 496 (1), any person claiming to be affected by the failure may serve on the company a notice requiring it to rectify the failure without delay and in...
- Section 506 - Provision enabling procedures for evidencing and transferring title
(1) Regulations may be made for the purpose of this Division to enable title to securities to be evidenced and transferred without a written document.
(2) In particular, those regulations...
- Section 507 - Power to make regulations requiring arrangements to be adopted
(1) Regulations made for the purpose of this Division may—
(a) enable the members of a company or of any designated class of companies to adopt, by ordinary resolution, arrangements under which title...
- Section 508 - Provision enabling or requiring arrangements to be adopted: order making powers
(1) The Cabinet Secretary may, by order—
(a) designate classes of companies for the purposes of section 507; (b) provide that, in relation to securities of a specified description—
(i) in a...
- Section 509 - Duty to consult
Regulations purporting to be made under sections 506 or 507, and an order purporting to be made under section 508, are invalid unless the Cabinet Secretary has previously carried out such consultation...
- Section 510 - Interpretation: Part XIX
(1) For the purposes of this Part, an offer to the public includes an offer to any section of the public, however selected.
(2) An offer is not regarded as an offer to the public if it can properly...
- Section 511 - Prohibition of public offers by private companies
(1) A private company limited by shares or a company limited by guarantee shall not—
(a) offer to the public any securities of the company; or
(b) allot or agree to allot any securities of the...
- Section 512 - Enforcement of prohibition: order restraining proposed contravention
(1) If a member or creditor of a company, or the Attorney-General, alleges thata company is proposing to act in contravention of section 511, the member, creditor or Attorney-General may apply to the...
- Section 513 - Enforcement of prohibition: orders available to the Court after contravention
(1) If a member or creditor of a company, or the Attorney-General, alleges that a company is contravening, or has contravened, section 511, the member, creditor or Attorney General may apply to the...
- Section 514 - Enforcement of prohibition: power of Court to make remedial orders
(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...
- Section 515 - Validity of allotment etc not affected
Nothing in this Part affects the validity of an allotment or sale of securities or of an agreement to allot or sell securities.
- Section 516 - Public company: requirement for minimum share capital
(1) A company that is a public company shall not conduct business or exercise a borrowing power unless the Registrar has issued it with a trading certificate under this section.
(2) On receiving an...
- Section 517 - Procedure for obtaining trading certificate
(1) A public company that wishes to obtain a trading certificate shall make an application in writing to the Registrar.
(2) The Registrar shall refuse such an application if it does not—
(a) state...
- Section 518 - The authorised minimum
For the purposes of sections 516 and 517, the authorised minimum in relation to the nominal value of a public listed company's allotted share capital is six million seven hundred and fifty thousand...