Section 479 of The Companies Act No. 17 of 2015: 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 consented to or voted in favour of the resolution); and
(b) any creditor of the company, may apply to the Court for the cancellation of the resolution.
(2) Such an application may be made by the persons entitled to make it or by such one or more of their number as they may appoint in writing for the purpose, but is not effective unless made within five weeks after the passing of the resolution or within such extended period as the Court may in special circumstances allow.
(3) On hearing an application made under subsection (2), the Court shall, subject to subsection (4), make an order either cancelling or confirming the resolution, and may do so on such terms and conditions as it considers appropriate. (4) At the hearing, the Court may—
(a) adjourn the proceedings in order that an arrangement can be made to the satisfaction of the Court—
(i) for the purchase of the interests of dissentient members; or
(ii) for the protection of dissentient creditors; and
(b) give such directions and make such orders as it thinks necessary in order to facilitate or implement such an arrangement.
(5) If the Court confirms the resolution, it may by order alter or extend any date or period of time specified— (a) in the resolution; or
(b) in any provision of this Division applying to the redemption or purchase to which the resolution relates.
(6) In making an order under this section, the Court may—
(a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company's capital; and
(b) make any alteration in the company's articles that may be required in consequence of that provision.
(7) The Court may also include in such an order direction directing the company not to amend, or to make any specified amendments to, its articles without the leave of the Court.
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