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Section 484 of The Companies Act No. 17 of 2015: 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 applies is not liable in damages for failing to redeem or purchase any of the shares.
(3) Subsection (2) does not affect a right of the holder of the shares other than the holder's right to sue the company for damages in respect of its failure.
(4) The Court may not grant an order for specific performance of the terms of redemption or purchase if the company shows that it is unable to meet the costs of redeeming or purchasing the shares out of distributable profits.
(5) If the liquidation of the company has been completed and at the commencement of the liquidation any of the shares have not been redeemed or purchased, the terms of redemption or purchase are enforceable against the company.
(6) Shares redeemed or purchased under this subsection are cancelled by operation of this subsection.
(7) Subsection (5) does not apply if—
(a) the terms provided for the redemption or purchase to take place at a date later than that of the commencement of the liquidation; or
(b) during the relevant period the company could not at any time have lawfully made a distribution equal in value to the price at which the shares were to have been redeemed or purchased.
(8) For the purpose of subsection (7), the relevant period is the period—
(a) from and including the date on which the redemption or purchase was to have taken place; and
(b) ending with the commencement of the liquidation.
(9) The following are payable in priority to amounts that the company is liable to pay under subsection (5) in respect of shares—
(a) all other debts and liabilities of the company (other than any due to members in their character as such);
(b) if other shares confer rights (whether as to capital or as to income) that are preferred to the rights as to capital attaching to the first-mentioned shares—any amount due in satisfaction of those preferred rights.
(10) Subject to subsection (9), those amounts are payable in priority to amounts due to members in satisfaction of their rights as members (whether as to capital or income).

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Disclaimer: This document is not to be taken as legal advise.

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