Section 476 of The Companies Act No. 17 of 2015: 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 available to its members—
(a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to the member; or
(b) in the case of a resolution at a meeting, by being made available for inspection by members of the company at the meeting.
(3) The resolution is void if subsection (2) is not complied with.
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- 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—
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(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.
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- 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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(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
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(2) The...
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(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
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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...
- 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...
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(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.
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- 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...
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(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...
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- 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...
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(1) For the purposes of this Part, an offer to the public includes an offer to any section of the public, however selected.
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- Section 511 - Prohibition of public offers by private companies
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(b) allot or agree to allot any securities of the...
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- Section 513 - Enforcement of prohibition: orders available to the Court after contravention
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(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.
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(a) state...
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(2) The articles of a...
- Section 521 - Terms and manner of redemption
(1) The directors of a limited company may determine the terms, conditions and manner of redemption of shares if they are authorised to do so—
(a) by the company's articles; or
(b) by a resolution...
- Section 522 - Payment for redeemable shares
(1) Redeemable shares of a limited company can be redeemed only if theyare fully paid.
(2) The terms of redemption of shares in a limited company may provide that the amount payable on redemption...
- Section 523 - Financing of redemption
(1) Redeemable shares of a limited company can be redeemed only out of—(a) distributable profits of the company; or
(b) the proceeds of a fresh issue of shares made for the purposes of the...
- Section 524 - Redeemed shares treated as cancelled
If shares in a limited company are redeemed—
(a) the shares are cancelled by operation of this section; and
(b) the amount of the issued share capital of the company is diminished by the nominal...
- Section 525 - Notice to Registrar of redemption
(1) Within one month after a company has redeemed any redeemable shares, the company shall lodge with the Registrar for registration a notice specifying the shares that have been redeemed.
(2) The...
- Section 526 - Treasury shares
(1) This section applies to a purchase or acquisition of shares by a limited company of its own shares in accordance with this Act and—
(a) the purchase or acquisition is made out of distributable...