Section 292 of The Companies Act No. 17 of 2015: Quorum for general meetings

(1) The members present at a general meeting of the company may, by ordinaryresolution, elect one of the members to preside at the meeting. (2) Subsection (1) is subject to a provision of the...

(1) On a vote on a resolution at a meeting with a show of hands, the personpresiding at the meeting may declare that the resolution— (a) has or has not been passed; or (b) has passed with a...

(1) A provision of a company’s articles is void to the extent that it would have theeffect of excluding the right to demand a poll at a general meeting on a resolution other than one...

A member who is entitled to cast two or more votes at a poll taken at a general meeting of a company is not obliged to use all of those votes or to cast them all in the same way.

(1) If a body corporate is a member of a company, it may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at a...

(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...

(1) In every notice convening a meeting of a company, the company shallinclude a prominently displayed statement informing the member of— (a) the member's rights under section 298; and (b) any more...

(1) If, for the purposes of a meeting, invitations are issued at the expense of the company to members to appoint as a proxy a specified person, or a number of specified persons, the company shall...

(1) This section applies to— (a) the appointment of a proxy; and (b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy. (2) A provision of the...

(1) A proxy may be elected to preside at a general meeting by a resolution ofthe company passed at the meeting. (2) Subsection (1) is subject to any provision of the company's articles that states...

(1) The appointment of a proxy to vote on a matter at a meeting of a companyauthorises the proxy to demand, or join in demanding, a poll on that matter. (2) In applying section 295 to a proxy of a...

(1) A member of a company who has appointed a person to act as a proxy of the member may terminate the appointment by notice. (2) The termination of the appointment of a person to act as proxy does...

Sections 298 to 304 do not prevent a company’s articles from conferring more extensive rights on members or proxies than those conferred by those sections.

If a resolution is passed at an adjourned general meeting of a company, the resolution is for all purposes to be treated as having been passed on the date on which it was in fact passed, and may not...

(1) If a company has given an electronic address in a notice conveninga general meeting, any document or information relating to proceedings at the meeting can be sent by electronic means to that...

(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of shares of a company as it applies to a general meeting of the...

(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of members of a company having no share capital as it applies to a general...

(1) Every public company shall hold a general meeting as its annual general meeting within six months from and including the day following its accounting reference date in each year, whether or not it...

(1) A public company shall state in the notice convening an annual generalmeeting of the company that the meeting is an annual general meeting. (2) An annual general meeting may be convened by...

(1) The members of a public company may require the company to give to members of the company who are entitled to receive notice of the next annual general meeting a notice of a resolution that is...

(1) A company that is required under section 312 to give notice of a resolutionshall send a copy of the resolution to each member of the company entitled to receive notice of the annual general...

(1) The members who requested the circulation of the resolution need not paythe expenses of the company in complying with section 313 if requests sufficient to require the company to circulate it are...

(1) If a poll is taken at a general meeting of a general meeting of a quotedcompany, the company shall ensure that the following information is made available on a website— (a) the date of the...

(1) A quoted company shall make the information referred to in section 315 (1) available on a website that— (a) is maintained by or on behalf of the company; and (b) identifies the company. (2) The...

(1) Every company shall keep records comprising— (a) copies of all resolutions of members passed otherwise than at general meetings; (b) minutes of all proceedings of general meetings;...

(1) This section applies to the records kept in accordance with section 317. (2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the...

(1) This section applies to a company that is limited by shares or by guaranteeand has only one member. (2) If a company to which this section applies takes a decision that— (a) can be taken by the...

(1) This section applies— (a) to a company that is required to keep records in accordance with section 317; and (b) to those records. (2) Except in so far as the regulations otherwise provide, a...

This Division applies, with necessary modification, in relation to resolutions and meetings of— (a) holders of a class of shares; and (b) in the case of a company without a share capital, a class of...

(1) The shares of a company may not be converted into stock. (2) An attempt to convert a company's shares into stock has no effect.

The shares or other interest of a member in a company are personal property and are not in the nature of real estate.

(1) Shares in a limited company having a share capital are each required tohave a fixed nominal value. (2) Shares in a limited company having a share capital are required to bedenominated in...

(1) Except as provided by subsections (2) and (3), a company that has ashare capital shall ensure that each of its shares is distinguished by an appropriate distinguishing number. (2) If all of the...

The shares and any other interests of a member in a company are transferable in accordance with the company’s articles.

(1) The directors of a company shall not exercise a power of the company—(a) to allot shares in the company; or (b) to grant rights to subscribe for, or to convert any security into, shares in the...

If a private company has only one class of shares, the directors may exercise any power of the company— (a) to allot shares of that class; or (b) to grant rights to subscribe for or to convert any...

(1) The directors of a company may exercise a power of the company to—(a) allot shares in the company; or (b) grant rights to subscribe for or to convert any security into shares in the company, only...

(1) Except as permitted by section 331, a company shall not apply any of itsshares or capital money, either directly or indirectly, in payment of any commission, discount or allowance to any person in...

A company may pay a commission to a person in consideration of the person— (a) subscribing or agreeing to subscribe whether 40 absolutely or conditionally for shares in the company; or (b) procuring...

(1) A company shall register an allotment of shares as soon as practicable andin any event within two months after the date of the allotment. (2) If a company fails to comply with subsection (1), the...

(1) Within one month after making an allotment of shares, a limited companyshall lodge with the Registrar for registration a return of the allotment. (2) The company shall ensure that the...

(1) An unlimited company that allots shares of a class with rights that are notin all respects uniform with shares previously allotted shall, within one month after making such an allotment, lodge...

(1) If a company fails to lodge a return of allotment as required by section 333 or 334, the company, and each officer of the company who is in default, commit an offence and on conviction are each...

The provisions of this Part on allotment do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.

In this Division, a reference to the allotment of equity securities includes— (a) the grant of a right to subscribe for, or to convert any securities into, ordinary shares in the company;...

(1) A company shall not allot equity securities to a person on any terms unless— (a) the company has made an offer to each person who holds ordinary shares in the company to allot to the person on...

(1) This section has effect as to the manner in which offers required by section338 are to be made to holders of the shares of a company. (2) An offer made under section 338 may be made in hard copy...

(1) If a company contravenes section 338 or 339, the company and each officer of the company who is in default, are jointly and severally liable to compensate any person to whom an offer should have...

Section 338(l) does not apply in relation to the allotment of bonus shares.

Section 338(1) does not apply to a particular allotment of equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash