- Section 403 of The Companies Act No. 17 of 2015: Notice of particulars of variation of class rights
(1) If the rights of any class of members of a company not having a sharecapital are varied, the company shall, within fourteen days after the date on which the variation is made, lodge with the Registrar for registration a notice containing particulars of the variation.
(2) If a company fails to...
- Section 404 of The Companies Act No. 17 of 2015: Alteration of share capital of limited company
(1) A limited company having a share capital may alter its share capital only—(a) by increasing its share capital by allotting new shares; or (b) reducing its share capital in accordance with this Part.
(2) Such a company may subdivide or consolidate all or any of its share capital in accordance...
- Section 405 of The Companies Act No. 17 of 2015: Sub-division or consolidation of shores
(1) A limited company having a share capital may—
(a) subdivide its shares, or any of them, into shares of a smaller nominal amount than its existing shares; or
(b) consolidate and divide all or any of its share capital into shares of a larger nominal amount than its existing shares.
(2) When...
- Section 406 of The Companies Act No. 17 of 2015: Notice to Registrar of sub-division or consolidation
(1) Within one month after subdividing, consolidating or dividing its shares, a company shall lodge with the Registrar for registration a notice specifying the shares that are affected, and accompanied by a statement of capital that complies with subsection (2).
(2) A statement of capital complies...
- Section 407 of The Companies Act No. 17 of 2015: Special resolution for reduction of share capital
(1) A limited company that has a share capital may reduce its share capital byspecial resolution.
(2) A special resolution under subsection (1) takes effect as provided by section411(3).
(3) A company may reduce its share capital under this section in any way.
(4) In particular, a company...
- Section 408 of The Companies Act No. 17 of 2015: Application to Court for confirming order
(1) As soon as practicable a company has passed a resolution for reducing itsshare capital, it shall apply to the Court for an order confirming the reduction.
(2) If the proposed reduction of capital involves either—
(a) diminution of liability in respect of unpaid share capital; or
(b) the...
- Section 409 of The Companies Act No. 17 of 2015: Creditors entitled to object to reduction
(1) When this section applies, each creditor of the company who, at the date fixed by the Court, is entitled to a debt or claim that, if that date were the commencement of the liquidation of the company would be admissible in proof against the company, is entitled to object to the reduction of...
- Section 410 of The Companies Act No. 17 of 2015: Order confirming reduction and powers of Court on making such order
(1) The Court may make an order confirming the reduction of capital on such terms and conditions as it considers appropriate.
(2) The Court may not confirm the reduction unless it is satisfied, in relation to each creditor of the company who is entitled to object to the reduction of capital that...
- Section 411 of The Companies Act No. 17 of 2015: Registration of Court order and statement of capital
(1) On production of an order of the Court confirming the reduction of a company’s share capital and the lodgement of a copy of the order and of a statement of capital approved by the Court, the Registrar shall register the order and statement.
(2) The company shall ensure that the statement of...
- Section 412 of The Companies Act No. 17 of 2015: Liability of members following reduction of capital
(1) If a company’s share capital is reduced, a member of the company (past orpresent) is not liable in respect of any share to any call or contribution exceeding the amount of difference (if any) between—
(a) the nominal amount of the share as notified to the Registrar in the statement of capital...
- Section 413 of The Companies Act No. 17 of 2015: Liability to creditors omitted from list of creditors
(1) This section applies to a creditor who, in the case of a reduction of capital confirmed by the Court, was entitled to object to the reduction of share capital but who, as a result of being unaware—
(a) of the proceedings for reduction of share capital; or
(b) of their nature and effect with...
- Section 414 of The Companies Act No. 17 of 2015: Offence to conceal name of creditor, etc
An officer of a company who— (a) intentionally or recklessly—
(i) conceals the name of a creditor entitled to object to the reduction of capital; or
(ii) misrepresents the nature or amount of the debt or claim of a creditor; or
(b) is knowingly concerned in any such concealment or...
- Section 415 of The Companies Act No. 17 of 2015: Shares no bar to damages against company
A person is not precluded from seeking or obtaining damages or other compensation from a company only because the person—
(a) is holding or has held shares in the company;
(b) has a right to apply or subscribe for shares in the company; or
(c) has a right to be included in the company's register...
- Section 416 of The Companies Act No. 17 of 2015: Public companies: duty of directors to convene a meeting on loss of capital
(1) If the net assets of a public company are half or less of its called-up Share capital, the directors shall convene a general meeting of the company to consider how to deal with the situation.
(2) The directors shall issue a notice of a general meeting not later than twenty eight days from the...
- Section 417 of The Companies Act No. 17 of 2015: Public company reducing capital below authorised minimum
(1) If the Court makes an order confirming a reduction of a public company’scapital that has the effect of bringing the nominal value of its allotted share capital below the authorised minimum, the Registrar may register the order only if—
(a) the Court so directs; or
(b) the company first...
- Section 418 of The Companies Act No. 17 of 2015: Expedited procedure for registration of conversion of company into a private company
(1) The Court may authorise a public company to be converted into a private company without its having passed the special resolution required by section 77.
(2) If the Court does so, it shall specify in the order the changes to the company's name and articles to be made in connection with the...
- Section 419 of The Companies Act No. 17 of 2015: Reduction of capital of private company supported by solvency statement
(1) A resolution for reducing share capital of a private company limited byshares is supported by a solvency statement if—
(a) the directors of the company make a statement of the solvency of the company in accordance with section 420 not more than fourteen days before the date on which the...
- Section 420 of The Companies Act No. 17 of 2015: What is a solvency statement?
(1) A solvency statement is a statement that each of the directors—
(a) has formed the opinion, as regards the company's situation at the date of the statement, that no ground exists on which the company could then be found to be unable to pay (or otherwise discharge) its debts; and
(b) has also...
- Section 421 of The Companies Act No. 17 of 2015: Registration of resolution and supporting documents
(1) Within fourteen days after the resolution for reducing share capital is passed the company shall lodge with the Registrar for registration a statement of capital that complies with subsection (3).
(2) The requirement under subsection (1) is in addition to the copy of there resolution itself...
- Section 422 of The Companies Act No. 17 of 2015: General power to make further provision by regulations
The regulations may make further provision for the implementation of this Part.
- Section 423 of The Companies Act No. 17 of 2015: Interpretation: Part XVI
(1) In this Part—
"distributable profits", in relation to the giving of any financial assistance—
(a) means those profits out of which the company could lawfully make a distribution equal in value to that assistance; and
(b) if the financial assistance consists of or includes, or is treated as...
- Section 424 of The Companies Act No. 17 of 2015: General rule against limited company acquiring its own shares
(1) A limited company shall not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with this Part.
(2) Subsection (1) does not prevent a limited company from acquiring any of its own fully paid shares otherwise than for valuable...
- Section 425 of The Companies Act No. 17 of 2015: Treatment of shares held by nominee
(1) This section applies to shares in a limited company that—
(a) are taken by a subscriber to the memorandum as nominee of the company;
(b) are issued to a nominee of the company; or
(c) are acquired by a nominee of the company, partly paid up, from a third person.
(2) Shares to which this...
- Section 426 of The Companies Act No. 17 of 2015: Liability of others if nominee fails to make payment in respect of shares
(1) This section applies to shares in a limited company that—
(a) are taken by a subscriber to the memorandum as a nominee of the company;
(b) are issued to a nominee of the company; or
(c) are acquired by a nominee of the company, partly paid up, from a third person.
(2) If the nominee,...
- Section 427 of The Companies Act No. 17 of 2015: Duty to cancel shares in public company held by or for the company
(1) This section applies to a public company if—
(a) shares of the company are forfeited, or are surrendered to the company instead of forfeiture, as provided by the company's articles for a failure to pay an amount payable for the shares;
(b) shares of the company are acquired by it otherwise...
- Section 428 of The Companies Act No. 17 of 2015: Notice of cancellation of shares
(1) Within one month after cancelling shares in order to comply with section427, a company shall lodge with the Registrar for registration a notice giving details to the cancelled shares.
(2) The company shall attach to, or enclose with, the notice a statement of capital that complies with...
- Section 429 of The Companies Act No. 17 of 2015: Conversion of public company into private company in consequence of cancellation of shares
(1) If a public company is obliged to convert itself into a private company in orderto comply with section 427, the directors may resolve that the company should be so converted.
(2) Such a resolution may make such changes—
(a) to the company's name; and
(b) to the company's articles, as are...
- Section 430 of The Companies Act No. 17 of 2015: Issue of certificate of incorporation on registration of conversion of public company into private company
(1) The Registrar shall register the conversion of a company into a private limited company if satisfied that the application for registration complies with the requirements of section 429.
(2) If the company does not already have a unique identifying number, the Registrar shall allocate such a...
- Section 431 of The Companies Act No. 17 of 2015: Effect of failure to apply for registration of company's conversion into private company
(1) If a public company that is required by section 427 to apply to the Registrarfor the registration of the conversion of the company into a private company fails to do so before the deadline specified in subsection (3) of that section, Part XIX applies to it as if it were a private...
- Section 432 of The Companies Act No. 17 of 2015: Offence to fail to cancel shares or apply for registration of company's conversion into private company
(1) If a company that is required to do so by section 427—
(a) fails to cancel specified shares; or
(b) fails to make an application for the registration of the conversion of the company into a private company,
before the deadline specified in subsection (3) of that section, the company, and each...