- Section 914 of The Companies Act No. 17 of 2015: Registrar’s decision on application for administrative restoration
(1) As soon as practicable after receiving an application for the administrative restoration of a company to the Register, the Registrar shall determine the application and notify the applicant in writing of the determination.
(2) If the application is refused, the Registrar shall include in the...
- Section 915 of The Companies Act No. 17 of 2015: Effect of administrative restoration
(1) The effect of the restoration of a 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 Register.
(2) The company or an interested person may make an application to the Court for an order under subsection (3) at...
- 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...
- Section 917 of The Companies Act No. 17 of 2015: 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.
(2) An order may not be made on such an application if it appears to the Court that the proceedings would...
- Section 918 of The Companies Act No. 17 of 2015: Decision on application for restoration by the Court
(1) On the hearing of an application made under section 927, the Court may order the company to be restored to the Register—
(a) if the company was struck off the Register under section 894 or 895 and the company was, at the time of the striking off, carrying on business or was in...
- Section 919 of The Companies Act No. 17 of 2015: Effect of Court order for restoration to the Register: power of Court tomake consequential directions
(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 Register.
(2) The Court may give such directions and make such provision as it considers just in...
- Section 920 of The Companies Act No. 17 of 2015: Company’s name on being restored to the Register
(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 company could not be registered under its former name without contravening section 50, it is to be...
- Section 921 of The Companies Act No. 17 of 2015: Effect of restoration to the Register if property has vested in the State under section 919
(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 provisions apply when a company is restored to the Register:
(a) the restoration does not affect a...
- Section 922 of The Companies Act No. 17 of 2015: Part XXXIV: Application and interpretation
(1) This Part applies when a compromise or arrangement is proposed—(a) between a company and its creditors, or any class of its creditors; or (b) between the company and its members, or any class of its creditors.
(2) This Part has effect subject to Part XXXV if that Part applies.
(3) In this...
- Section 923 of The Companies Act No. 17 of 2015: 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 manner as the Court directs.
(2) An application under this section may be made by—(a) the...
- Section 924 of The Companies Act No. 17 of 2015: 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 or is accompanied by a statement that complies with subsection (2); and
(b) each notice convening...
- Section 925 of The Companies Act No. 17 of 2015: Duty of directors and trustees to provide information
(1) Each director of the company, and each trustee for its debenture holders,shall give notice to the company of such matters relating to the director or trustee as may be necessary for purposes of section 924.
(2) A director, or a trustee for debenture holders, who fails to comply with subsection...
- Section 926 of The Companies Act No. 17 of 2015: Court order sanctioning compromise or arrangement
(1) If a majority in number representing seventy–five percent in value of—(a) the creditors or class of creditors; or
(b) the members or class of members, present and voting either in person or by proxy at the meeting convened in accordance with section 923 agrees to a compromise or arrangement,...
- Section 927 of The Companies Act No. 17 of 2015: Powers of the Court to facilitate reconstruction or amalgamation
(1) In this section—
property" includes property, rights and powers of every description;
“liabilities" includes duties;
“transferee company" means a company to which the whole or a part of the undertaking or property of a company is to be transferred under a compromise or arrangement referred to...
- Section 928 of The Companies Act No. 17 of 2015: 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 affected by the order has complied with subsection(1), the other companies affected by it are taken...
- Section 929 of The Companies Act No. 17 of 2015: 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 amends—
(a) a company's articles; or
(b) any resolution or agreement affecting a company's constitution, the...
- Section 930 of The Companies Act No. 17 of 2015: 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 described in section 938;
“existing company", in relation to a merger or division, means a company other...
- Section 931 of The Companies Act No. 17 of 2015: 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 them, for the purposes of, or in connection with, a scheme for the reconstruction of a company or...
- Section 932 of The Companies Act No. 17 of 2015: 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 specified in sections 933 to943, but certain of those requirements, and certain general requirements of...
- Section 933 of The Companies Act No. 17 of 2015: 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 arrangement is proposed) are to be transferred to another existing public company; or
(b) the undertaking,...
- Section 934 of The Companies Act No. 17 of 2015: 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 the following matters:
(a) in respect of each transferor company and the transferee...
- Section 935 of The Companies Act No. 17 of 2015: 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 with the Registrar (and in any case not later than one month before the date of the meeting (if any)...
- Section 936 of The Companies Act No. 17 of 2015: 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 either in person or by proxy at a meeting. (2) Subsection (1) is subject to sections 945, 946 and 947.
- Section 937 of The Companies Act No. 17 of 2015: 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 required by section 924; and
(b) insofar as that statement does not deal with the following matters,...
- Section 938 of The Companies Act No. 17 of 2015: 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 companies.
(2) If the merging companies cannot agree on the appointment of an expert to prepare such...
- Section 939 of The Companies Act No. 17 of 2015: 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 of approving the scheme, the directors of the company concerned shall prepare a supplementary...
- Section 940 of The Companies Act No. 17 of 2015: 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 company and every other merging company; and
(b) to obtain copies of those documents or any part of...
- Section 941 of The Companies Act No. 17 of 2015: 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; or
(b) if there is more than one transferor company — by each of the transferor companies.
- Section 942 of The Companies Act No. 17 of 2015: 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 than as a member or creditor of the company, the scheme is invalid unless it provides that the person...
- Section 943 of The Companies Act No. 17 of 2015: Allotment of shares to transferor company (or its nominee) prohibited
A scheme is invalid to the extent that it provides for shares in the transferee company to be allotted to a transferor company (or its nominee) in respect of shares in the transferor company held by it (or its nominee).