- Section 94 of The Companies Act No. 17 of 2015: Company to keep register of members of its registered office
(1) Except in so far as the regulations otherwise provide, a company shall
ensure that its register of members is—
(a) kept at its registered office;
(aa) if the register is prepared at another office of the company other than
the registered office, a copy of the register may be kept at that...
- Section 95 of The Companies Act No. 17 of 2015: Certain companies to keep index of members
(1) A company that has more than fifty members shall keep an index of the
names of the members of the company, unless the register of members is in such
a form as to constitute in itself an index.
(2) A company shall make any necessary alteration in the index within fourteen
days after the date...
- Section 96 of The Companies Act No. 17 of 2015: Rights of persons to inspect register of members and require copies
(1) A public company shall keep its register of members and its index of
members (if any) open for inspection by—
(a) a member of the company without charge; and
(b) any other person on payment of the fee (if any) prescribed by the
regulations for the purposes of this section.
(2) On being...
- Section 97 of The Companies Act No. 17 of 2015: Consequences of company refusing inspection of its register or to provide copy of its register of members
(1) Within five working days after receiving a request under section 96, a
company shall either—
(a) comply with the request or decline it by giving sufficient reasons in
writing; or
(b) apply to the Court.
(2) If the company applies to the Court, it shall notify the person who made
request...
- Section 98 of The Companies Act No. 17 of 2015: Offence to refuse inspection of register of members or to fail to provide copy
(1) If a company—
(a) refuses to allow an inspection required under section 96; or
(b) fails to provide a copy required under that section,
otherwise than in accordance with an order of the Court, the company, and each
officer of the company who is in default, commit an offence and on conviction...
- Section 99 of The Companies Act No. 17 of 2015: Register of members: offences in connection with request for or disclosure of information
(1) A person who makes a request under section 96 that contains a statement
that the person knows, or has reason to suspect, is false or misleading in a material
respect commits an offence.
(2) A person who has possession of information obtained by exercise of either
of the rights conferred by...
- Section 100 of The Companies Act No. 17 of 2015: Company to provide information as to state of register of members and index of members’ names
(1) When a person inspects a company's register of members, or a company
provides the person with a copy of the register or any part of it, the company shall
inform the person of the most recent date (if any) on which amendments were
made to the register and (if that is the case) that there were...
- Section 101 of The Companies Act No. 17 of 2015: Removal of entries relating to former members
(1) A company may expunge from its register of members an entry relating to
a person who was formerly a member of the company after the expiry of ten years
after the date on which the person ceased to be a member.
(2) If a company expunges from its register of members an entry relating to...
- Section 102 of The Companies Act No. 17 of 2015: Single member companies
(1) If a limited company is formed under this Act with only one member, the
Registrar shall enter in the register of members of the company, the name and
address of that member and a statement that the company has only one member.
(2) If the number of members of a limited company is reduced to...
- Section 103 of The Companies Act No. 17 of 2015: Power of Court to rectify register
(1) If—
(a) the name of any person is, without sufficient cause, entered in or
omitted from the register of members of a company; or
(b) the cessation of membership of a person who has ceased to be a
member of the company has not been entered in that register,
the person affected, or the...
- Section 104 of The Companies Act No. 17 of 2015: Trusts not to be entered on register
(1) A company shall not accept, and shall not enter in its register of members,
notice of any trust, expressed, implied or constructive.
(2) If a company contravenes subsection (1), the company, and each officer
of the company who is in default, commit an offence and on conviction are...
- Section 105 of The Companies Act No. 17 of 2015: Register to be evidence
Until the contrary is proved, the register of members of a company is evidence
of the matters required or authorised to be included in it.
- Section 106 of The Companies Act No. 17 of 2015: Time limit for claims arising from entry in register
(1) Liability incurred by a company—
(a) from making or deleting an entry in the register of members; or
(b) from failing to make or delete any such entry,
is not enforceable more than ten years after the date on which the entry was
made or deleted, or the failure first occurred.
(2) Subsection...
- Section 107 of The Companies Act No. 17 of 2015: Interpretation: Division 3
(1) In relation to a company other than a company limited by shares, a reference
in this Division to shares is a reference to the interest of its members as such,
whatever the form of that interest.
(2) If a nominee is acting on behalf of a subsidiary, a reference in this Division
to a...
- Section 108 of The Companies Act No. 17 of 2015: Prohibition on subsidiary being a member of its holding company
(1) Except as provided in sections 109 and 110—
(a) a body corporate may not be a member of a company that is its holding
company; and
(b) any allotment or transfer of shares in a company to its subsidiary is
void.
(2) An allotment of shares or other transaction that would, but for this...
- Section 109 of The Companies Act No. 17 of 2015: Subsidiary acting as executor, administrator or trustee
(1) The prohibition in section 108(1)(a) does not apply if the subsidiary is acting
only in the capacity of—
(a) executor or administrator; or
(b) trustee unless the subsidiary's holding company or any of its other
subsidiaries is beneficially interested under the trust.
(2) For the purpose of...
- Section 110 of The Companies Act No. 17 of 2015: Interest to be disregarded: residual interest under pension scheme or employees’ share scheme
(1) If shares in a company are held in trust for the purposes of a pension scheme
or an employees' share scheme, any residual interest that has not yet vested in
possession. is to be disregarded for the purposes of section 109.
(2) For purposes of this section, "residual interest" means a right...
- Section 111 of The Companies Act No. 17 of 2015: Employers' rights of recovery under pension scheme or employees' share scheme
(1) For purposes of section 110, if shares in a company are held in trust for
the purposes of a pension scheme or an employees' share scheme, of any charge
security right or lien on, or set-off against, any benefit or other right or interest
under the scheme is to be disregarded for the purpose...
- Section 112 of The Companies Act No. 17 of 2015: Subsidiary acting as authorised dealer in securities
(1) The prohibition in section 108 does not apply if the shares are held by the
subsidiary in the ordinary course of its business as an intermediary.
(2) For the purposes of subsection (1), a subsidiary carries on business as an
intermediary if it—
(a) carries on a genuine business of dealing in...
- Section 113 of The Companies Act No. 17 of 2015: Protection of third parties in cases if subsidiary acting as dealer in securities
If—
(a) a subsidiary that is a dealer in securities has purportedly acquired
shares in its holding company in contravention of the prohibition in
section 108; and
(b) a person acting in good faith has agreed, for value and without notice
of the contravention, to acquire shares in the holding...
- Section 114 of The Companies Act No. 17 of 2015: Effect of provisions of articles relating to enjoyment or exercise of rights of members
(1) This section applies to a provision in the articles of a company that enables
a member to nominate another person or persons to enjoy or exercise all or any
specified rights of the member in relation to the company.
(2) So far as is necessary to give effect to a provision of a company's...
- Section 115 of The Companies Act No. 17 of 2015: Traded companies: nomination of persons to enjoy information rights
(1) A member of a company whose shares are admitted to trading on a
regulated market and who holds shares on behalf of another person may nominate
a person to enjoy information rights.
(2) The following are information rights for the purpose of subsection (1)—
(a) the right to receive a copy of...
- Section 116 of The Companies Act No. 17 of 2015: Information rights: form in which copies to be provided
(1) If the person to be nominated under section 115 wishes to receive copies
of documents or other information in hard copy form, that person shall, before the
nomination is made—
(a) request the person making the nomination to notify the company of
that fact; and
(b) provide an address to...
- Section 117 of The Companies Act No. 17 of 2015: Information on possible rights in relation to voting
(1) When a company sends a copy of a notice of a meeting to a person
nominated under section 115, it shall also send to that person a statement that—
(a) the nominated person may have a right under an agreement between
the person and the member by whom the person was nominated to
be appointed,...
- Section 118 of The Companies Act No. 17 of 2015: Information rights and status of rights
(1) This section has effect as regards the rights conferred by a nomination
under section 115.
(2) Enjoyment by the nominated person of the rights conferred by the
nomination is enforceable against the company by the member as if they were
rights conferred by the company's articles.
(3) An...
- Section 119 of The Companies Act No. 17 of 2015: Termination or suspension of nomination
(1) The nomination of a person under section 115 may be terminated at the
request of the member or of the nominated person.
(2) The nomination ceases to have effect on the occurrence in relation to the
member or the nominated person if—
(a) in the case of a natural person, the person dies or is...
- Section 120 of The Companies Act No. 17 of 2015: Exercise of rights if shares held on behalf of others
(1) If a member holds shares in a company on behalf of more than one person—
(a) rights attached to the shares; and
(b) rights under any written law exercisable because of holding the
shares,
need not all be exercised, and if exercised, need not all be exercised in the
same way.
(2) A member...
- Section 121 of The Companies Act No. 17 of 2015: Exercise of rights if shares held on behalf of others: members’ requests
(1) This section applies to sections 289, 312 and 766.
(2) A company is required to act under a section to which this section applies if it receives a request that complies with the following conditions—
(a) it is made by at least one hundred persons;
(b) it is authenticated by all the persons...
- Section 122 of The Companies Act No. 17 of 2015: Persons who are connected with a director for purposes of this Part
(1) For the purposes of this Part, a person is connected with a director of a company if the person is—
(a) a member of the director's family as defined in section 123;
(b) a body corporate with which the director is connected as defined in section 124;
(c) a person acting as trustee of a...
- Section 123 of The Companies Act No. 17 of 2015: Members of a director’s family
For the purposes of this Part, a person is member of a director's family if the person is—
(a) the director's spouse;
(b) a child or step-child of the director;
(c) a child or step-child of the director's spouse who lives with the director and has not reached eighteen years of age;
(d) a parent...