The Companies Act No. 17 of 2015Section 485 of The Companies Act No. 17 of 2015: Interpretation: Part XVII
(1) In this Part, “distribution” means every description of distribution of the assets of a company to its members (whether in cash or otherwise) subject to the exceptions in subsection (2).
(2) The following are not distributions for the purposes of this Part—
(a) an issue of shares as fully or partly paid bonus shares; (b) a reduction of share capital—
(i) by extinguishing or reducing the liability of any of the members on any of the shares of the company in respect of share capital not paid up; or
(ii) by paying off paid up share capital;
(c) the redemption of any of the company's own shares out of capital (including the proceeds of any fresh issue of shares, or out of unrealised profits);
(d) a distribution of assets to members of the company on its liquidation.
(3) This Part does not limit the application or effect of any enactment, or any provision of a company's articles, restricting the amounts out of which, or the cases in which, a distribution can be made.
(4) Except as provided by subsection (5), this Part does not limit the application or effect of any rule of law restricting the amounts out of which, or the cases in which, a distribution may be made.
(5) For the purposes of any rule of law requiring distributions to be paid out of profits or restricting the return of capital to members—
(a) section 492 (distributions in kind: determination of amount) applies to determine the amount of any distribution or return of capital consisting of or including, or treated as arising in consequence of the sale, transfer or other disposition by a company of a non-cash asset; and
(b) section 493 (distributions in kind: treatment of unrealised profits) applies as it applies for the purposes of this Part.
(6) In this section, a reference to a distribution is to amounts regarded as distributions for the purposes of any rule of law of the kind referred to in subsection (4).
Check the current authoritative text and amendment history before relying on this provision.
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In determining for the purposes of this Part whether a company has made a profit or loss in respect of an asset when— (a) there is no record of the original cost of the asset; or (b) a record cannot b…
(1) This section applies for determining the amount of a distribution consisting of or including, or including or treated as arising in consequency of, the sale, transfer or other disposition by a com…
(1) This section applies if— (a) a company makes a distribution consisting of or including, or treated as arising in consequence of, the sale, transfer or other disposition by the company of a non-cas…
(1) This section applies to a distribution, or part of a distribution, that is made by a company to one of its members in contravention of this Part. (2) If, at the time of the distribution, the membe…
A certificate duly executed in accordance with section 37 specifying any shares held by a member is, in the absence of proof to the contrary, evidence of the member’s title to the shares.
(1) A company shall, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery— (a) the certificates of the shares allotted; (b) t…
(1) A company may register a transfer of shares in or debentures of thecompany only if a proper document of transfer has been delivered to it. (2) Except as provided by subsection (3), a purported reg…
(1) As soon as practicable (and in any case not later than two months) after the date on which a transfer of a company’s shares or debentures is lodged with it, the company shall either— (a) register…
(1) On the application of the transferor of any share or interest in a company,the company shall enter in its register of members the name of the transferee in the same manner and subject to the same…
A document of transfer of the share or other interest of a deceased member of a company— (a) can be made by the deceased member's executor or administrator even though the executor or administrator is…
(1) If a document produced to a company is by law sufficient evidence of thegrant of— (a) probate of the will of a deceased person; (b) letters of administration, of the estate of a deceased person; o…
(1) A certificate issued by a company in relation to a transfer of shares in, or of debentures of, the company is to be taken to be a representation by the company to any person acting on the faith of…
(1) A company shall, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery— (a) the…
(1) Irrespective of whether a company limited by shares purports to be authorised by its articles to issue with respect to any fully paid shares a share warrant stating that the bearer of the share wa…
(1) If a company is failing to comply with section 496 (1), any person claiming to be affected by the failure may serve on the company a notice requiring it to rectify the failure without delay and in…
(1) Regulations may be made for the purpose of this Division to enable title to securities to be evidenced and transferred without a written document. (2) In particular, those regulations may— (a) pre…
(1) Regulations made for the purpose of this Division may— (a) enable the members of a company or of any designated class of companies to adopt, by ordinary resolution, arrangements under which title…
(1) The Cabinet Secretary may, by order— (a) designate classes of companies for the purposes of section 507; (b) provide that, in relation to securities of a specified description— (i) in a designated…
Regulations purporting to be made under sections 506 or 507, and an order purporting to be made under section 508, are invalid unless the Cabinet Secretary has previously carried out such consultation…
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(1) A private company limited by shares or a company limited by guarantee shall not— (a) offer to the public any securities of the company; or (b) allot or agree to allot any securities of the company…
(1) If a member or creditor of a company, or the Attorney-General, alleges thata company is proposing to act in contravention of section 511, the member, creditor or Attorney-General may apply to the…
(1) If a member or creditor of a company, or the Attorney-General, alleges that a company is contravening, or has contravened, section 511, the member, creditor or Attorney General may apply to the Co…
(1) An order is a remedial order for the purpose of this section if it is made in order to place a person affected by a contravention of section 511 in the position in which the person would have been…
Nothing in this Part affects the validity of an allotment or sale of securities or of an agreement to allot or sell securities.
(1) A company that is a public company shall not conduct business or exercise a borrowing power unless the Registrar has issued it with a trading certificate under this section. (2) On receiving an ap…
(1) A public company that wishes to obtain a trading certificate shall make an application in writing to the Registrar. (2) The Registrar shall refuse such an application if it does not— (a) state tha…
For the purposes of sections 516 and 517, the authorised minimum in relation to the nominal value of a public listed company's allotted share capital is six million seven hundred and fifty thousand sh…
(1) If a company does business or exercises any borrowing powers incontravention of section 516, the company, and each officer of the company who is in default, commit an offence and on conviction are…
(1) A limited company having a share capital may issue redeemable sharesthat are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder. (2) The articles of a pr…
(1) The directors of a limited company may determine the terms, conditions and manner of redemption of shares if they are authorised to do so— (a) by the company's articles; or (b) by a resolution of…
(1) Redeemable shares of a limited company can be redeemed only if theyare fully paid. (2) The terms of redemption of shares in a limited company may provide that the amount payable on redemption can,…
(1) Redeemable shares of a limited company can be redeemed only out of—(a) distributable profits of the company; or (b) the proceeds of a fresh issue of shares made for the purposes of the redemption.…
If shares in a limited company are redeemed— (a) the shares are cancelled by operation of this section; and (b) the amount of the issued share capital of the company is diminished by the nominal value…
(1) Within one month after a company has redeemed any redeemable shares, the company shall lodge with the Registrar for registration a notice specifying the shares that have been redeemed. (2) The com…
(1) This section applies to a purchase or acquisition of shares by a limited company of its own shares in accordance with this Act and— (a) the purchase or acquisition is made out of distributable pro…
(1) If a company has shares of only one class, the company shall ensure that the aggregate nominal value of shares held as treasury shares does not at any time exceed ten per cent of the nominal value…
(1) This section applies to a company that holds shares as treasury shares. (2) The company may not exercise any right in respect of the treasury shares,including any right to attend or vote at compan…
(1) A company that holds shares as treasury shares may, at any time— (a) sell the shares, or any of them, for a cash consideration; or (b) transfer the shares, or any of them, for the purposes of or i…
(1) Within one month after shares held by a company as treasury shares—(a) are sold; or (b) are transferred for the purposes of an employees' share scheme, the company shall lodge with the Registrar f…
(1) A company that holds shares may at any time cancel all or any of the shares. (2) As soon as shares held by a company as treasury shares cease to bequalifying shares, the company shall cancel them.…
(1) Within one month after shares held by a company as treasury shares are cancelled, the company shall lodge with the Registrar for registration a return that specifies in relation to shares of each…
(1) This section applies when shares held by a company as treasury shares are sold. (2) If the proceeds of the sale are equal to or less than the purchase price paid by the company for the shares, the…
(1) If a company that holds or held shares as treasury shares fails to complywith a requirement of this Part, the company, and each officer of the company who is in default, commit an offence and on c…
(1) This Part applies only to public companies. (2) This Part applies to the issued shares of a public company, or the issuedshares of a class shares of a public company, that confer rights to vote in…
