(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 iss…
(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 compan…
(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 who…
(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 mem…
(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 no…
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 b…
(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 addr…
(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 company. (2…
(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 m…
(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 shorter…
(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 pro…
(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 meetin…
(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 meeting…
(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 co…
(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; and (c) details…
(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 co…
(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 compa…
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 m…
(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 shillings…
(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 is…
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 com…
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 sec…
(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 o…
(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 return— (a)…
(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 wit…
(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 li…
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; and (b) the…
(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 the…
(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 o…
(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 b…
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
Section 338 does not apply to the allotment of securities that would, apart from any renunciation or assignment of the right to their allotment, be held under an employees' share scheme.
(1) This section applies when, in a case in which section 338 would otherwise apply— (a) a company's articles contain provision prohibiting the company from allotting ordinary shares of a particular c…
(1) The articles of a private company that has only one class of shares, or aresolution passed by the company, may confer on the directors of the company power to allot equity securities of that class…
) If the directors of a company are generally authorised for the purposes of section 329, they may be given power by the articles, or by a special resolution of the company, to allot equity securities…
(1) If the directors of a company are authorised for the purposes of section 329 (whether generally or otherwise), the company may by special resolution resolve that section 338— (a) does not apply to…
(1) This section applies in relation to a sale of shares that is an allotment ofequity securities because of section 337(b). (2) The directors of a company may be given power by the articles, or by as…
(1) In relation to an offer to allot securities required by section 338, a reference,however expressed, to the holder of shares of any description is to whoever was the holder of shares of that descri…
