Section 337 of The Companies Act No. 17 of 2015: Interpretation: Division 3

(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

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...

(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...

(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...

(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...

(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...

The provisions of this Division relating to shareholders’ pre-emption rights do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.

(1) This Division does not limit the application of any other written law underwhich a company is prohibited (whether generally or in specified circumstances) from offering or allotting equity...

(1) This Division does not apply to an allotment of equity securities of a publiccompany that are subject to a pre-emption requirement in relation to which the repealed Act applied immediately before...

(1) A public company shall not allot shares of the company offered for public subscription unless— (a) the issue is subscribed for in full; or (b) the offer is made on terms that the shares...

(1) If an allotment of shares is made to an applicant in contravention of section354, the applicant has a right to avoid the allotment at any time within one month after the date of the allotment, but...

(1) A company shall not allot its shares at a discount. (2) If shares are allotted in contravention of subsection (1), the allottee is liable to pay the company an amount equal to the amount of the...

A company may, if authorised to do so by its articles, pay dividends in proportion to the amount paid up on each share.

Shares allotted by a company, and any premium on them, may be paid up in money or in money's worth (including goodwill and know-how).

For the purposes of this Act, a share in a company is paid up, as to its nominal value or any premium on it, in cash, or allotted for cash, if the consideration received for the payment or allotment...

(1) A subscriber to the memorandum of a public company who takes shares of the company as a result of an undertaking given in the memorandum shall pay for the shares, and any premium on the shares, in...

(1) A public company shall not accept at any time, in payment up of its shares or any premium on them, an undertaking given by a person that the person or another person should work or perform...

(1) A public company shall not allot a share except as paid up at least as toone-quarter of its nominal value and the whole of any premium on it. (2) Subsection (1) does not apply to shares allotted...

(1) A public company shall not allot shares as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash if the consideration for the allotment is or includes an...

(1) Except as provided by subsection (2), a person who becomes a holder of shares in respect of which— (a) there has been a contravention of a provision of this Division; and (b) because of that...

(1) This section applies in relation to liability under section 360(2), 362(3) or (4) or 366 as it applies in relation to a contravention of those sections. (2) A person who— (a) is subject to any...

If a company contravenes a provision of section 356, 361, 362 or 362, the company, and each officer of the company who is in default, commits an offence and on conviction are each liable to a fine not...

(1) For the purpose of this Division, the appropriate rate of interest is— (a) five percent; or (b) if some other rate is fixed under subsection (2), that rate of interest. (2) The Cabinet...

(1) A public company shall not allot shares as fully or partly paid up (as to their nominal value or any premium on them) otherwise than in cash unless— (a) the consideration for the allotment has...

(1) Section 368 does not apply to the allotment of shares by a company in connection with an arrangement for the allotment of shares in the company on terms that the whole or part of the consideration...

(1) Section 368 does not apply to the allotment of shares by a company in connection with a proposed merger with another company. (2) For the purpose of subsection (1), a proposed merger exists when...

(1) Part XLI applies to the valuation and report required by section 368. (2) The valuer shall specify in the report— (a) the nominal value of the shares to be wholly or partly paid for by the...

(1) A company to which a report is made under section 368 as to the value of any consideration for which, or partly for which, it proposes to allot shares shall lodge a copy of the report to the...

(1) A public company formed as such shall not enter into an agreement—(a) with a person who is a subscriber to the company's memorandum; (b) for the transfer by the person to the company or another,...

(1) The following conditions are conditions that are required to be complied with for the purpose of section 373— (a) that the consideration to be received by the company, and any consideration other...

(1) Part XLI applies to the valuation and report required by section 374. (2) In the report, the valuer shall specify— (a) the consideration to be received by the company, describing the relevant...

(1) The following conditions are further conditions that are required to be complied with for the purpose of section 374— (a) that the terms of the agreement have been approved by an ordinary...

(1) Within fourteen days after a company passes a resolution with respect tothe transfer of a non-cash asset, the company shall lodge with the Registrar for registration a copy of the resolution,...

Sections 373 to 377 apply with the following modifications in relation to a company whose conversion into a public company has been registered by the Registrar— (a) the reference in section 373(1)(a)...

(1) If a public company enters into an agreement in contravention of section373 and either— (a) the other party to the agreement has not received the valuer's report required to be sent to that...

(1) If a person becomes a holder of shares in respect of which— (a) section 368 has been contravened; and (b) because of that contravention another person is liable to pay an amount under the...

(1) A person who— (a) is liable to a company under a provision of this Division make a payment for shares in the company; or (b) is liable to a company because of an undertaking given to it in; or...

If a company contravenes section 368 or 373, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred...

(1) An undertaking given by any person, in or in connection with payment forshares in a company, to do work or perform services or to do any other thing, if it is enforceable by the company apart from...

(1) For the purposes of this Division the “appropriate rate” of interest is—(a) five percent per year; or (b) if some other rate is specified by order made under subsection (2), that other...

In this Division— “arrangement” includes any agreement or scheme, and in particular includes an arrangement approved in accordance with— (a) Part XXXIV; or (b) any provision of laws relating to...

(1) If a company issues shares at a premium (whether for cash or otherwise),the company shall— (a) if it has not already done so, establish an account to be called the share premium account;...

(1) This section applies if an issuing company that is a wholly-owned subsidiary of a holding company allots shares— (a) to the holding company; or (b) to another wholly-owned subsidiary of the...

(1) This section applies if an issuing company acquires at least a ninety percent equity holding in another company under an arrangement providing for the allotment of equity shares in the issuing...