Section 494 of The Companies Act No. 17 of 2015: 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 member knew or had reasonable grounds for believing that a distribution to which this section applies was made in contravention of this Part, the member is liable—
(a) to repay to the company the amount of the distribution or the relevant part of it; or
(b) in the case of a distribution made otherwise than in cash, to pay the company an amount equal to the value of the distribution or part at that time.
(3) Subsection (2) does not affect any obligation imposed apart from this section on a member of a company to repay a distribution or part of a distribution that was unlawfully made to the member.
(4) This section does not apply in relation to—
(a) financial assistance given by a company in contravention of—
(i) section 443 (assistance by public company for acquisition of shares in its private holding company); or
(ii) section 442 (assistance for acquisition of shares in public company); or
(b) a payment made by a company in respect of the redemption or purchase by the company of shares in itself.
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- 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...
- Section 536 - Notice by public company requiring information about interests in its shares
(1) A public company may give notice under this section to any person whom the company knows or reasonably believes— (a) holds an interest in the company's shares; or to have held such an interest at...
- Section 537 - Public company may apply to Court for order imposing restrictions on the relevant shares if notice requiring information is not complied with
(1) If—
(a) a notice under section 536 is served by a company on a person who holds or held interests in shares of the company; and
(b) the person fails to give the company the information required...
- Section 538 - Notice requiring information: offences
(1) A person who—
(a) fails to comply with a notice under section 536;or (b) in purported compliance with such a notice—
(i) makes a statement that the person knows to be false in a material...
- Section 539 - Notice requiring information: persons exempted from obligation to comply
(1) A person is not obliged to comply with a notice given under 536 if the personis for the time being examined by the Cabinet Secretary from the operation of that section.
(2) The Cabinet Secretary...
- Section 540 - Consequences of order imposing restrictions
(1) The effect of an order under section 537 that shares are subject to restrictions is as follows—
(a) a transfer of the shares is void;
(b) no voting rights are exercisable in respect of the...
- Section 541 - Offence to attempt to evade restrictions
(1) This section applies if shares are subject to restrictions imposed by an order under section 537.
(2) A person who—
(a) exercises or purports to exercise a right—
(i) to dispose of shares that...
- Section 542 - Relaxation of restrictions
(1) If an order of the Court directs shares to be subject to restrictions, thecompany or any person aggrieved may make an application to the Court on the ground that the order unfairly affects the...
- Section 543 - Removal of restrictions
(1) An application may be made to the Court for an order directing that the shares are to cease to be subject to restrictions.
(2) An application for an order under this section may be made by the...
- Section 544 - Order of Court for sale of shares
(1) The Court may order that the shares subject to restrictions be sold, subjectto the Court’s approval as to the sale.
(2) An application for an order under subsection (1) may only be made by...