Section 485 of The Companies Act No. 17 of 2015: 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 following are not distributions for the purposes of this Part—
(a) an issue of shares as fully or partly paid bonus shares; (b) a reduction of share capital—
(i) by extinguishing or reducing the liability of any of the members on any of the shares of the company in respect of share capital not paid up; or
(ii) by paying off paid up share capital;
(c) the redemption of any of the company's own shares out of capital (including the proceeds of any fresh issue of shares, or out of unrealised profits);
(d) a distribution of assets to members of the company on its liquidation.
(3) This Part does not limit the application or effect of any enactment, or any provision of a company's articles, restricting the amounts out of which, or the cases in which, a distribution can be made.
(4) Except as provided by subsection (5), this Part does not limit the application or effect of any rule of law restricting the amounts out of which, or the cases in which, a distribution may be made.
(5) For the purposes of any rule of law requiring distributions to be paid out of profits or restricting the return of capital to members—
(a) section 492 (distributions in kind: determination of amount) applies to determine the amount of any distribution or return of capital consisting of or including, or treated as arising in consequence of the sale, transfer or other disposition by a company of a non-cash asset; and
(b) section 493 (distributions in kind: treatment of unrealised profits) applies as it applies for the purposes of this Part.
(6) In this section, a reference to a distribution is to amounts regarded as distributions for the purposes of any rule of law of the kind referred to in subsection (4).
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- 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...
- Section 519 - Consequences of doing business etc without a trading certificate
(1) If a company does business or exercises any borrowing powers incontravention of section 516, the company, and each officer of the company who is in default, commit an offence and on conviction are...
- Section 520 - Power of limited company to issue redeemable shares
(1) A limited company having a share capital may issue redeemable sharesthat are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder.
(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...
- Section 527 - Treasury shares: maximum holdings
(1) If a company has shares of only one class, the company shall ensure that the aggregate nominal value of shares held as treasury shares does not at any time exceed ten per cent of the nominal value...
- Section 528 - Exercise of rights in respect of treasury shares
(1) This section applies to a company that holds shares as treasury shares.
(2) The company may not exercise any right in respect of the treasury shares,including any right to attend or vote at...
- Section 529 - Disposal of treasury shares
(1) A company that holds shares as treasury shares may, at any time—
(a) sell the shares, or any of them, for a cash consideration; or
(b) transfer the shares, or any of them, for the purposes of or...
- Section 530 - Treasury shares: notice of disposal
(1) Within one month after shares held by a company as treasury shares—(a) are sold; or
(b) are transferred for the purposes of an employees' share scheme, the company shall lodge with the Registrar...
- Section 531 - Cancellation of treasury shares
(1) A company that holds shares may at any time cancel all or any of the shares.
(2) As soon as shares held by a company as treasury shares cease to bequalifying shares, the company shall cancel...
- Section 532 - Treasury shares: notice of cancellation
(1) Within one month after shares held by a company as treasury shares are cancelled, the company shall lodge with the Registrar for registration a return that specifies in relation to shares of each...
- Section 533 - Treatment of proceeds of sale of treasury shares
(1) This section applies when shares held by a company as treasury shares are sold.
(2) If the proceeds of the sale are equal to or less than the purchase price paid by the company for the shares,...
- Section 534 - Treasury shares: offences
(1) If a company that holds or held shares as treasury shares fails to complywith a requirement of this Part, the company, and each officer of the company who is in default, commit an offence and on...
- Section 535 - Application of Part XXII
(1) This Part applies only to public companies.
(2) This Part applies to the issued shares of a public company, or the issuedshares of a class shares of a public company, that confer rights to vote...