Section 511 of The Companies Act No. 17 of 2015: 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 company with a view to their being offered to the public.
(2) Unless the contrary is proved, an allotment or agreement to allot securities is presumed to be made with a view to their being offered to the public if an offer of the securities, or any of them, to the public is made—
(a) within six months after the allotment or agreement to allot; or
(b) before the receipt by the company of the whole of the consideration to be received by it in respect of the securities.
(3) A company does not contravene this section if—
(a) it acts in good faith under arrangements under which it is to be converted into a public company before the securities are allotted; or
(b) as part of the terms of the offer, it undertakes to convert itself into a public company within a specified period and that undertaking is complied with.
(4) The specified period for the purposes of subsection (3)(b) is a period ending not later than six months after the day on which the offer is made or, in the case of an offer made on different days, first made.
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- 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...
- Section 545 - Application of proceeds of sale under order of Court
(1) If shares are sold in accordance with an order of the Court under section544, the seller shall pay the proceeds of the sale, less the costs of the sale, into court for the benefit of the persons...
- Section 546 - Power of members of company to require company to act
(1) The members of a company may require it to exercise its powers undersection 536.
(2) A company shall comply with such a requirement once it has receivedrequests (to the same effect) from members...
- Section 547 - Duty of company to comply with requirement
(1) A company that is required under section 546 to exercise its powers torequire a person to provide information about their interests in the company’s share, shall exercise those powers in the...
- Section 548 - Report to members on outcome of investigation
(1) On the conclusion of an investigation carried out by a company in accordance with a requirement made under section 546, the company shall prepare a report of the information obtained as a result...
- Section 549 - Offences relating to a failure to comply with requirement of section 560
(1) If a company fails to comply with a requirement of section 548(1) to (6), the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a...
- Section 550 - Right to inspect and request copy of reports
(1) A company that has prepared a report in accordance with section 548 shall ensure that during the company’s ordinary business hours it is available for inspection by any person without...
- Section 551 - Company to keep register of interest disclosed
(1) A company shall keep a register of information that it has obtained as a result of a requirement imposed under section 536.
(2) Within three days after receiving any such information, the company...
- Section 552 - Register to be kept available for inspection
(1) Except in so far as the regulations otherwise provide, a company shall keep the register required by section 551 available for inspection at the company’s registered office.
(2) If a company...
- Section 553 - Rights to inspect and require copy of entries
(1) A company that is required to keep a register under 551, shall keep the register open during the company’s ordinary business hours for inspection by any person without charge.
(2) Any person who...
- Section 554 - Court supervision of purpose for which rights may be exercised
(1) A company that receives a request under section 553 shall—
(a) comply with the request if it is satisfied that it is made for a proper purpose; and
(b) refuse the request if it is not so...
- Section 555 - Register of interests disclosed: refusal of inspection or default inproviding copy
(1) If a company refuses to allow an inspection required under section 553, or fails to provide a copy required under that section, otherwise than in accordance with an order of the Court, the...
- Section 556 - Register of interests disclosed: offences in connection with request for or disclosure of information
(1) A person who, in making a request under section 553, makes a statementthat the person knows is, or ought to know is, false or misleading in a material respect commits an offence.
(2) A person...
- Section 557 - Entries not to be removed from register
(1) A company that is required to keep a register under section 551 shall notdelete an entry in it except in accordance with section 558 and 559.
(2) If an entry is deleted in contravention of...
- Section 558 - Removal of entries from register: old entries
A company may remove an entry from the register kept under section 551 if more than six years have elapsed since the entry was made.
- Section 559 - Removal of entries from register: incorrect entry relating to third party
(1) This section applies if, in accordance with an obligation imposed by a noticeunder section 536, a person gives to a company the name and address of another person who holds an interest in shares...
- Section 560 - Adjustment of entry relating to share acquisition agreement
(1) If a person who is identified in the register kept by a company under section551 as being a party to an agreement to which section 566 applies ceases to be a party to the agreement, the person may...
- Section 561 - Duty of company ceasing to be public company
(1) A company that ceases to be a public company shall nevertheless continueto keep any register kept under section 551 until end of the period of six years after it has ceased to be such a...