The Companies Act No. 17 of 2015

Section 511 of The Companies Act No. 17 of 2015: Prohibition of public offers by private companies

(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 with a view to their being offered to the public.
(2) Unless the contrary is proved, an allotment or agreement to allot securities is presumed to be made with a view to their being offered to the public if an offer of the securities, or any of them, to the public is made—
(a) within six months after the allotment or agreement to allot; or
(b) before the receipt by the company of the whole of the consideration to be received by it in respect of the securities.
(3) A company does not contravene this section if—
(a) it acts in good faith under arrangements under which it is to be converted into a public company before the securities are allotted; or
(b) as part of the terms of the offer, it undertakes to convert itself into a public company within a specified period and that undertaking is complied with.
(4) The specified period for the purposes of subsection (3)(b) is a period ending not later than six months after the day on which the offer is made or, in the case of an offer made on different days, first made.

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

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