- Section 485 of The Companies Act No. 17 of 2015: Interpretation: Part XVII
(1) In this Part, “distribution” means every description of distribution of the assets of a company to its members (whether in cash or otherwise) subject to the exceptions in subsection (2).
(2) The following are not distributions for the purposes of this Part—
(a) an issue of shares as fully or...
- Section 486 of The Companies Act No. 17 of 2015: Distributions to be made only out of profits available for the purpose
(1) A company may make a distribution only out of profits available for thepurpose.
(2) The profits of a company available for distribution are—
(a) its accumulated, realised profits (so far as not previously utilised by distribution or capitalisation), less—
(b) its accumulated, realised losses...
- Section 487 of The Companies Act No. 17 of 2015: Net asset restriction on distributions by public companies
(1) A public company may make a distribution only—
(a) if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves; and
(b) if, and to the extent that, the distribution does not reduce the amount of those assets to less than that...
- Section 488 of The Companies Act No. 17 of 2015: Justification of distribution by reference to relevant financial statements
(1) Whether a distribution may be made by a company without contravening this Part is determined by reference to the following items as stated in the relevant financial statements—
(a) profits, losses, assets and liabilities;
(b) provisions of a kind specified for the purposes of this section by...
- Section 489 of The Companies Act No. 17 of 2015: Successive distribution etc by reference to the same financial statements
(1) In determining whether a proposed distribution may be made by a company in a case in which—
(a) one or more previous distributions have been made in pursuance of a determination made by reference to the same relevant financial statements; or
(b) relevant financial assistance has been given, or...
- Section 490 of The Companies Act No. 17 of 2015: Treatment of development costs
(1) If development costs are shown or included as an asset in a company’saccounting records, any amount shown or included in respect of those costs is to be treated for the purposes of section 486 as a realised loss.
(2) Subsection (1) does not apply to any part of that amount representing...
- Section 491 of The Companies Act No. 17 of 2015: Determination of profit or loss in respect of asset where records incomplete
In determining for the purposes of this Part whether a company has made a profit or loss in respect of an asset when—
(a) there is no record of the original cost of the asset; or
(b) a record cannot be obtained without unreasonable expense or delay, its cost is taken to be the value ascribed to it...
- Section 492 of The Companies Act No. 17 of 2015: Distribution in kind: determination of amount
(1) This section applies for determining the amount of a distribution consisting of or including, or including or treated as arising in consequency of, the sale, transfer or other disposition by a company of a non-cash asset if—
(a) at the time of the distribution, the company has profits available...
- Section 493 of The Companies Act No. 17 of 2015: Distributions in kind: treatment of unrealised profits
(1) This section applies if—
(a) a company makes a distribution consisting of or including, or treated as arising in consequence of, the sale, transfer or other disposition by the company of a non-cash asset; and
(b) any part of the amount at which that asset is stated in the relevant accounts...
- 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...
- Section 495 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 allotted;
(b) the debentures allotted; or
(c) the certificates of the debenture stock allotted.
(2) Subsection...
- Section 497 of The Companies Act No. 17 of 2015: 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 registration of a transferof shares or debentures in contravention of subsection (1) is...
- Section 498 of The Companies Act No. 17 of 2015: 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 the transfer; or
(b) if it refuses to register the transfer, give the transferee a notice of the...
- Section 499 of The Companies Act No. 17 of 2015: 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 conditions as if the application for the entry were made by the transferee.
(2) A company that,...
- Section 500 of The Companies Act No. 17 of 2015: 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 is not a member of the company; and
(b) is as effective as if the executor or administrator had been...
- Section 501 of The Companies Act No. 17 of 2015: 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; or
(c) confirmation as executor of a deceased person, the company is obliged to accept the...
- Section 502 of The Companies Act No. 17 of 2015: 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 the certificate that there have been produced to the company such documents as on their face show...
- Section 503 of The Companies Act No. 17 of 2015: 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 certificates of the shares transferred;
(b) the debentures transferred; or
(c) the certificates...
- Section 504 of The Companies Act No. 17 of 2015: 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 warrant is entitled to the shares specified in it, the company may no longer issue such share warrants...
- Section 505 of The Companies Act No. 17 of 2015: 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 any case within ten days after the service of the notice.
(2) If a company that is served with a...
- Section 506 of The Companies Act No. 17 of 2015: 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 may—
(a) prescribe procedures for recording and transferring title to securities; and
(b) regulate those...
- Section 507 of The Companies Act No. 17 of 2015: 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 to securities is required to be evidenced or transferred or both without a written document;...
- Section 508 of The Companies Act No. 17 of 2015: 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 designated class of companies; or
(ii) in a specified company or class of companies, specified provisions...
- Section 509 of The Companies Act No. 17 of 2015: 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 as in the Cabinet Secretary's opinion are appropriate.
- Section 510 of The Companies Act No. 17 of 2015: 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 be regarded as—
(a) not being likely to result, directly or indirectly, in securities of the company...
- 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...
- Section 512 of The Companies Act No. 17 of 2015: 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 Court for an order under this section.
(2) If, on the hearing of an application under subsection...
- Section 513 of The Companies Act No. 17 of 2015: 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 Court for an order under this section.
(2) A person is eligible to make an application under...
- Section 514 of The Companies Act No. 17 of 2015: 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 in had the contravention not occurred.
(2) If a private company has—
(a) allotted securities as a...