Section 141 of The Companies Act No. 17 of 2015: Director’s right to protest against removal

A director of a company shall— (a) act in accordance with the constitution of the company; and (b) only exercise powers for the purposes for which they are conferred.

(1) A director of a company shall act in the way in which the director considers, in good faith, would promote the success of the company for the benefit of its members as a whole, and in so doing the...

(1) A director of a company shall exercise independent judgment. (2) The duty under subsection (1) is not infringed by the director acting— (a) in accordance with an agreement duly entered into by...

In performing the functions of a director, a director of a company shall exercise the same care, skill and diligence that would be exercisable by a reasonably diligent person with— (a) the general...

(1) A director of a company shall avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the...

(1) A person who is a director of a company shall not accept a benefit from a third party if the benefit attributable— (a) to the fact that the person is a director of the company; or (b) to any act...

(1) The consequences of breach (or threatened breach) of the general duties ofdirectors set out in this Division are the same as would apply if the corresponding common law rule or equitable principle...

Except as otherwise provided, more than one of the general duties may apply to a director in any given case.

(1) If— (a) section 146 is complied with by authorisation by the directors; or (b) section 151 is complied with, the transaction or arrangement is not liable to be set aside because of any common...

(1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, or in a transaction or arrangement that the company has...

(1) A director who is required to make a declaration of interest shall give a notice to the other directors. (2) The director may give the notice in hard copy form or, if the recipient has agreed to...

(1) A general notice given in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates. (2) A general notice is a notice given to the...

(1) If a declaration of interest under section 151 is required of a sole director ofa company that is required to have more than one director— (a) the company shall record the declaration in...

(1) In this Division, "credit transaction" means a transaction under which one party (a creditor)— (a) supplies any goods under a hire-purchase agreement, a conditional sale agreement or retention of...

(1) For the purposes of this Division, a quasi-loan is a transaction under whichone party (a creditor)— (a) agrees to pay, or pays otherwise than in accordance with an agreement, an amount for...

(1) This section applies to a contract under which the employment of a personas a director of company is guaranteed— (a) with the company; or (b) if the person is the director of a holding company —...

(1) A company may not enter into an arrangement under which— (a) a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the...

An approval is not required to be obtained under section 158— (a) for a transaction between a company and a person as a member of the company; or (b) for a transaction between— (i) a holding...

(1) This section applies to a company— (a) that is in liquidation, unless the liquidation is a members' voluntary liquidation; or (b) that is under administration. (2) An approval is not required...

(1) An approval is not required to be obtained under section 158 for atransaction on an approved securities exchange that is effected by a director, or a person connected with the director, through...

(1) An arrangement entered into by a company in contravention of section 158 and any transaction entered into in accordance with the arrangement (whether by the company or any other person) is...

(1) If a transaction or arrangement is entered into by a company incontravention of section 158 but within a reasonable period, it is affirmed— (a) in the case of a contravention of subsection (1) of...

(1) A company may not— make a loan to a director of the company or of its member, holding company; or (b) give a guarantee or provide security in connection with a loan made by any person to such a...

(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) make a quasi-loan...

(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) make a loan or...

(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) enter into a credit...

(1) A company may not— (a) participate in an arrangement under which— (i) another person enters into a transaction that, if it had been entered into by the company, would have required approval...

(1) An approval is not required under section 164, 165, 166 or 167 for anythingdone by a company— (a) to provide a director of the company or of its holding company, or a person connected with any...

(1) An approval is not required under section 164, 165, 166 or 167 for anything done by a company— (a) to provide a director of the company or of its holding company with funds to meet expenditure...

An approval is not required under section 164, 165, 166 or 167 for anything done by a company— (a) to provide a director of the company or of its holding company with funds to meet expenditure...

(1) An approval is not required under section 164, 165 or 166 for a company to make a loan or quasi-loan, or to give a guarantee or provide security in connection with a loan or quasi-loan, if the...

(1) An approval is not required under section 164, 165 or 166 for— (a) the making of a loan or quasi-loan to an associated body corporate; and (b) the giving of a guarantee or provision of security...

(1) An approval is not required under section 164, 165 or 166 for the making of a loan or quasi-loan, or the giving of a guarantee or provision of security in connection with a loan or quasi-loan, by...

(1) This section has effect for determining what are "other relevant transactions or arrangements" for the purposes of an exception to section 164, 165, 166 or 167. (2) In subsections (3) to (6),...

(1) For the purposes of this Division— (a) the value of a transaction or arrangement is to be determined in accordance with subsections (2) to (7); and (b) the value of any other relevant...

For the purposes of this Division, the person for whom a transaction or arrangement is entered into is— (a) in the case of a loan or quasi-loan, the person to whom it is made; (b) in the case of a...

(1) This section applies to a transaction or arrangement entered into by a company in contravention of section 164, 165, 166 or 167. (2) A transaction or arrangement to which this section applies is...

If a transaction or arrangement is entered into by a company in contravention of section 164, 165, 166, 167 or 168 but, within a reasonable period, it is ratified— (a) in the case of a contravention...

(1) In this Division, "payment for loss of office" means a payment made to a director or past director of a company— (a) as compensation for loss of office as a director of the company; (b) as...

(1) This section applies if, in connection with a transfer of the kind referred toin section 183 or 184, a director of the company— (a) is to cease to hold office; and (b) is to cease to be the...

(1) A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company. (2) A company may not make a...

(1) A person may not make a payment for loss of office to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the...

(1) A person may not make a payment for loss of office to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover...

(1) An approval is not required under section 182, 183 or 184 for a payment made in good faith— (a) in discharge of an existing legal obligation; (b) as damages for breach of such an...

(1) An approval is not required under section 182, 183 or 184 if— (a) the relevant payment is made by the company or any of its subsidiaries; and (b) the amount or value of the payment, together...

(1) If a payment is made in contravention of section 182— (a) the payment is held by the recipient on trust for the company making the payment; and (b) any director who authorised the payment is...

(1) If— (a) approval under this Division is sought by written resolution; and (b) a memorandum is required under this Division to be sent or submitted to every eligible member before the resolution...

(1) An approval may be required under more than one section of this Division. (2) If an approval is required under more than one section of this Division, thecompany shall comply with each applicable...

(1) For the purposes of this Division, a contract is a director's service contractif it is a contract under which— (a) a director of a company undertakes personally to perform services (as director...

(1) A company shall keep available for inspection— (a) a copy of each director's service contract with the company or with a subsidiary of the company; or (b) if the contract is not in writing – a...