Section 916 of The Companies Act No. 17 of 2015: Application to Court for restoration to the Register
(1) An application may be made to the Court to restore to the Register a company—
(a) that has been dissolved after being liquidated under the law relating to insolvency;
(b) that is taken to have been dissolved following administration under that Act; or
(c) that has been struck off the Register—
(i) under section 894 or 895; or
(ii) under section 897, whether or not the company has in consequence been dissolved.
(2) Such an application may be made by—(a) the Attorney General;
(b) a former director of the company;
(c) a person having an interest in land in which the company had a superior or derivative interest;
(d) a person who has an interest in land or other property— (i) that was subject to rights vested in the company; or
(ii) that was benefited by obligations owed by the company;
(e) a person who, but for the dissolution of the company, would have a contractual relationship with it;
(f) a person with a potential legal claim against the company;
(g) manager or trustee of a pension fund established for the benefit of employees of the company;
(h) a former member of the company, or the executor or administrator of such a person;
(i) a person who was a creditor of the company at the time of its being struck off the Register or dissolved;
(j) a former liquidator of the company;
(k) if the company was struck off the Register under section 897— a person of a description specified by regulations referred to in section 900(1)(f) or 901(2)(f); or
(l) any other person appearing to the Court to have an interest in the matter.
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- Section 917 - When application to the Court may be made
(1) An application to the Court for restoration of a company to the Register maybe made at any time for the purpose of bringing proceedings against the company for damages for personal injury.
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(1) On the hearing of an application made under section 927, the Court may order the company to be restored to the Register—
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(1) The effect of an order by the Court for the restoration of the company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the...
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(1) Except as provided by subsection (2), a company is restored to the Register with the name it had before it was dissolved or struck off the Register.
(2) If, at the date of restoration, the...
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(1) The person in whom property is vested by section 905 may dispose of that property, even though the company has been or may be restored to the Register under this Part.
(2) The following...
- Section 922 - Part XXXIV: Application and interpretation
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- Section 923 - Court may order meeting of company’s creditors or members to be held
(1) The Court may, on an application under subsection (2), order a meeting of—(a) the creditors or class of creditors; or
(b) the members of the company or a class of members, to be convened in such...
- Section 924 - Explanatory statement setting out effect of arrangement or compromise to be circulated or made available to company's creditors and members of company
(1) When the Court has ordered a meeting to be convened under section 923,the company concerned shall ensure that—
(a) each notice convening the meeting that is sent to a creditor or member includes...
- Section 925 - Duty of directors and trustees to provide information
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- Section 926 - Court order sanctioning compromise or arrangement
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“liabilities" includes duties;
“transferee company" means a company to which the whole or a part of the...
- Section 928 - Copy of order to be lodged with the Registrar for registration
(1) Within seven days after the Court has made an order under section 927,each company affected by the order shall lodge a copy of it with the Registrar for registration.
(2) If one of the companies...
- Section 929 - Obligations of company with respect to its constitution
(1) This section applies—
(a) to any order under section 926; and
(b) to any order under section 927 that alters the company’s constitution.
(2) If an order to which this section applies...
- Section 930 - Interpretation: Part XXXV
(1) In this Part—
“companies involved in the division", in relation to a division, means the transferor company and any existing transferee companies;
“division" means a scheme of the kind...
- Section 931 - Application of this Part
(1) The Part applies when—
(a) a compromise or arrangement is proposed between a public company and—
(i) its creditors or a specified class of them; or
(ii) its members or a specified class of...
- Section 932 - Relationship of this Part to Part XXXIV
(1) The Court may sanction the compromise or arrangement under Part XXXIVonly if the relevant requirements of this Part have been complied with.
(2) The requirements applicable to mergers are...
- Section 933 - Introductory: mergers and merging companies
(1) A scheme involves a merger if under the scheme—
(a) the undertaking, property and liabilities of one or more public companies (including the company in respect of which the compromise or...
- Section 934 - Draft terms of scheme for proposed merger
(1) The directors of the merging companies shall prepare and adopt a draft of the proposed terms of the scheme.
(2) Those directors shall ensure that the draft terms contain particulars of at least...
- Section 935 - Draft terms of proposed merger to be published
(1) The directors of each of the merging companies shall lodge with the Registrar for registration a copy of the draft terms.
(2) As soon as practicable after the copy of the draft terms is lodged...
- Section 936 - Scheme not effective unless approved by members of merging companies
(1) A scheme has no effect unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the merging companies, present and voting...
- Section 937 - Directors of merging companies to prepare explanatory report relating to proposed merger
(1) The directors of each of the merging companies shall prepare and adopt a report that complies with subsection (2).
(2) A report complies with this subsection if it includes—
(a) the statement...
- Section 938 - Merging companies to arrange for preparation of experts’ reports
(1) The directors of the merging companies may jointly appoint an expert on behalf of those companies to prepare a written report on the draft terms for presentation to the members of each of those...
- Section 939 - Supplementary financial statement for merger in certain cases
(1) If the last annual financial statements of any of the merging companies relate to a financial year ending more than seven months before the first meeting of the company convened for the purposes...
- Section 940 - Members of merging companies entitled to inspect merger documents
(1) The members of each of the merging companies are, during the relevant period entitled—
(a) to inspect at the registered office of that company copies of the merger documents relating to that...
- Section 941 - Articles of transferee company involved in merger to be approved
A merger by formation of a new company does not take effect unless the articles of the transferee company, or a draft of them, are approved—
by an ordinary resolution of the transferor company;...
- Section 942 - Protection of holders of securities to which special rights attached(merger)
(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached.
(2) If a person holds securities to which this section applies otherwise...
- Section 943 - Allotment of shares to transferor company (or its nominee) prohibited
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- Section 944 - Circumstances in which certain particulars and reports not required in relation to merger
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- Section 945 - Circumstances in which meeting of members of transferee company not required for merger
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- Section 946 - Circumstances in which meeting of members of transferee company not required in relation to merger
(1) This section applies to a merger by absorption if all of the relevant securities of—
(a) the transferor company; or
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- Section 947 - Other circumstances in which meeting of members of transferee company not required in relation to merger
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- Section 949 - Draft terms of scheme to be prepared and adopted in relation to division
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- Section 950 - Draft terms relating to division to be published
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- Section 951 - Approval of members of companies involved in division
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- Section 952 - Directors to prepare explanatory report in relation to division
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- Section 953 - Expert’s report to be prepared for each company involved in division
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- Section 955 - Members of companies involved in division entitled to inspect certain documents
(1) The members of each company involved in the division are, during the relevant period, entitled—
(a) to inspect at the registered office of that company copies of the relevant documents relating...
- Section 956 - Report on material changes of assets of transferor company involved in division
(1) The directors of the transferor company shall report—
(a) to every meeting of the members, or a specified class of members, of that company convened for the purpose of agreeing to the scheme;...
- Section 957 - Articles of transferee company involved in division to be approved by transferor company
The articles of a new transferee company do not have effect unless they, or a draft of them, have been approved by an ordinary resolution of the transferor company.
- Section 958 - Protection of holders of securities to which special rights attached(division)
(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached.
(2) If a person holds securities to which this section applies otherwise...
- Section 959 - Allotment of shares to transferor company (or its nominee) prohibited
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- Section 960 - Circumstances in which meeting of members of transferor company involved in division is not required
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- Section 961 - Other exceptions: circumstances in which meeting of members of transferee company not required in relation to division
(1) In the case of a division, the scheme does not need to be approved by the members of a transferee company if the Court, on the application of the company or any of its members, makes an order...
- Section 962 - Members of companies involved in division can agree to dispense with reports, etc
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- Section 963 - Power of the Court to exclude certain requirements in the case of division
(1) In the case of a division, the Court may, by order, direct that—
(a) in relation to any company involved in the division, the requirements of sections 950 and 955 do not apply; and
(b) in...
- Section 964 - Experts’s report: valuation by another person
(1) If it appears to an expert that—
(a) a valuation is reasonably necessary to enable the expert’s report to be prepared; and
(b) that it is reasonable for such a valuation, or part of it, to be...
- Section 965 - Experts and valuers: independence requirement
(1) A person satisfies the independence requirement for the purposes of section938, 953 or 964 only if—
(a) the person is not—
(i) an officer or employee of any of the companies involved in the...
- Section 966 - Power of the Court to convene meeting of members or creditors of existing transferee company
(1) The Court may order a meeting of—
(a) the members of an existing transferee company, or a specified class of them; or
(b) the creditors of an existing transferee company, or a specified class of...