The Companies Act No. 17 of 2015

Section 258 of The Companies Act No. 17 of 2015: General rules for voting on company resolutions

(1) When a vote on a written resolution put to the members of a company is taken, then—
(a) if the company has a share capital — each member has one vote for each share, or each one hundred shillings of stock, held by the member; and
(b) if the company does not have a share capital — each member has one vote.
(2) When a vote on a resolution is to be taken by the members of a company at a meeting on a show of hands—
(a) each member present in person has one vote; and
(b) each proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote.
(3) When a vote on a resolution is to be taken by the members of a company by a poll—
(a) if the company has a share capital—each member present in person, or each proxy present who has been duly appointed by a member, has one vote for each share, or each one hundred shillings of stock, held by the member; and
(b) if the company does not have a share capital — each member present in person, or each proxy present who has been duly appointed by a member, has one vote.
(4) This section has effect subject to provisions of the company's articles to the contrary.
(5) If the number of votes for and against a proposal are equal, the Members shall refer to the Memorandum and Articles of Association or the Shareholders' Agreement.

Check the current authoritative text and amendment history before relying on this provision.

View all provisions of The Companies Act No. 17 of 2015 →

More provisions

View all →

Section 260 — Votes of joint holders of shares

(1) If two or more persons hold a share jointly, only the vote of the senior holderwho votes and any proxies duly authorised by that holder are eligible for counting by the company. (2) For the purpos…

Section 275 — Resolutions at general meetings

A resolution of members of a company is validly passed at a general meeting if— (a) notice of the meeting and of the resolution is given; and (b) the meeting is held and conducted, in accordance with…

Section 275A — Annual general meeting

(2) Every company shall convene a general meeting once a year. (3) Subsection (1) does not apply to single member companies. (4) The Registrar may, on the application of the company or for any other r…

Section 292 — Quorum for general meetings

(1) In the case of a company limited by shares or guarantee and having onlyone member, one qualifying person present at a meeting constitutes a quorum. (2) In any other case, (subject to the articles…

Section 298 — Right of members to appoint proxies

(1) A member of a company is entitled to appoint another person as themember’s proxy to exercise all or any of the member’s rights to attend and to speak and vote at a meeting of the company. (2) A me…