Section 899 of The Companies Act No. 17 of 2015: Circumstances in which application not to be made: other proceedings not concluded

(1) A person who makes an application under section 897 on behalf of a company shall ensure that, within seven days after the day on which the application is made, a copy of the application is given...

(1) In this section— “company" means a company that has made an application, or in respect of which an application has been made, under section 897; “relevant period", in relation to a company,...

(1) For the purposes of sections 900 and 901, a document is given to a person if it is— (a) delivered to the person personally; (b) left at the person's proper address; or (c) sent to the person...

(1) In this section— “company" means a company that has made an application under section 897; “relevant event”, in relation to a company, means an of the following: (a) the making of a change to...

An application under section 897 is withdrawn when a notice of withdrawal is lodged with the Registrar.

(1) Property that, immediately before the dissolution of a company had not been distributed or disclaimed, vests in the State with effect from the dissolution of the company. (2) For the purposes of...

(1) The Attorney General may, by notice of disclaimer, disclaim the State’s ownership of property that has vested in the State under section 905. (2) The Attorney General may, on behalf of the State,...

(1) Property in respect of which a notice of disclaimer has been executed undersection 906 is taken never to have vested in the State. (2) Sections 908 to 911 apply in relation to the effect of the...

The State's disclaimer operates— (a) so as to terminate, as from the date of the disclaimer, the rights, interests and liabilities of the company in respect of the property disclaimed; and (b) does...

(1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served, so far as the Attorney General is aware of their addresses, on all...

(1) On an application made by a person who—(a) claims an interest in the disclaimed property; or (b) is under a liability in respect of the disclaimed property that is not discharged by the...

(1) The Court may not make an order under section 911 vesting an interest under a lease in a person claiming under the company as a mortgagee or under lessee except on terms making that...

(1) An application may be made to the Registrar to restore to the Register acompany that has been struck off the Register under section 894 or 897. (2) An application under this section may— (a) be...

(1) On an application made under section 912, the Registrar shall restore the company to the Register if (but only if) the three conditions set out in subsections (2) to (4) are satisfied. (2) The...

(1) As soon as practicable after receiving an application for the administrative restoration of a company to the Register, the Registrar shall determine the application and notify the applicant in...

(1) The effect of the restoration of a company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the Register. (2) The company...

(1) An application may be made to the Court to restore to the Register a company— (a) that has been dissolved after being liquidated under the law relating to insolvency; (b) that is taken to have...

(1) An application to the Court for restoration of a company to the Register maybe made at any time for the purpose of bringing proceedings against the company for damages for personal injury. (2) An...

(1) On the hearing of an application made under section 927, the Court may order the company to be restored to the Register— (a) if the company was struck off the Register under section 894 or 895...

(1) The effect of an order by the Court for the restoration of the company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the...

(1) Except as provided by subsection (2), a company is restored to the Register with the name it had before it was dissolved or struck off the Register. (2) If, at the date of restoration, the...

(1) The person in whom property is vested by section 905 may dispose of that property, even though the company has been or may be restored to the Register under this Part. (2) The following...

(1) This Part applies when a compromise or arrangement is proposed—(a) between a company and its creditors, or any class of its creditors; or (b) between the company and its members, or any class of...

(1) The Court may, on an application under subsection (2), order a meeting of—(a) the creditors or class of creditors; or (b) the members of the company or a class of members, to be convened in such...

(1) When the Court has ordered a meeting to be convened under section 923,the company concerned shall ensure that— (a) each notice convening the meeting that is sent to a creditor or member includes...

(1) Each director of the company, and each trustee for its debenture holders,shall give notice to the company of such matters relating to the director or trustee as may be necessary for purposes of...

(1) If a majority in number representing seventy–five percent in value of—(a) the creditors or class of creditors; or (b) the members or class of members, present and voting either in person or by...

(1) In this section— property" includes property, rights and powers of every description; “liabilities" includes duties; “transferee company" means a company to which the whole or a part of the...

(1) Within seven days after the Court has made an order under section 927,each company affected by the order shall lodge a copy of it with the Registrar for registration. (2) If one of the companies...

(1) This section applies— (a) to any order under section 926; and (b) to any order under section 927 that alters the company’s constitution. (2) If an order to which this section applies...

(1) In this Part— “companies involved in the division", in relation to a division, means the transferor company and any existing transferee companies; “division" means a scheme of the kind...

(1) The Part applies when— (a) a compromise or arrangement is proposed between a public company and— (i) its creditors or a specified class of them; or (ii) its members or a specified class of...

(1) The Court may sanction the compromise or arrangement under Part XXXIVonly if the relevant requirements of this Part have been complied with. (2) The requirements applicable to mergers are...

(1) A scheme involves a merger if under the scheme— (a) the undertaking, property and liabilities of one or more public companies (including the company in respect of which the compromise or...

(1) The directors of the merging companies shall prepare and adopt a draft of the proposed terms of the scheme. (2) Those directors shall ensure that the draft terms contain particulars of at least...

(1) The directors of each of the merging companies shall lodge with the Registrar for registration a copy of the draft terms. (2) As soon as practicable after the copy of the draft terms is lodged...

(1) A scheme has no effect unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the merging companies, present and voting...

(1) The directors of each of the merging companies shall prepare and adopt a report that complies with subsection (2). (2) A report complies with this subsection if it includes— (a) the statement...

(1) The directors of the merging companies may jointly appoint an expert on behalf of those companies to prepare a written report on the draft terms for presentation to the members of each of those...

(1) If the last annual financial statements of any of the merging companies relate to a financial year ending more than seven months before the first meeting of the company convened for the purposes...

(1) The members of each of the merging companies are, during the relevant period entitled— (a) to inspect at the registered office of that company copies of the merger documents relating to that...

A merger by formation of a new company does not take effect unless the articles of the transferee company, or a draft of them, are approved— by an ordinary resolution of the transferor company;...

(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached. (2) If a person holds securities to which this section applies otherwise...

A scheme is invalid to the extent that it provides for shares in the transferee company to be allotted to a transferor company (or its nominee) in respect of shares in the transferor company held by...

(1) This section applies to a merger by absorption if all of the relevant securities of the transferor company, or if there is more than one transferor company, of each of them, are held by or on...

(1) This section applies to a merger by absorption if ninety percent or more (but not all) of the relevant securities of the transferor company, or, if there is more than one transferor company, of...

(1) This section applies to a merger by absorption if all of the relevant securities of— (a) the transferor company; or (b) if there is more than one transferor company—of each of them, are held by...

(1) In the case of a merger by absorption, the scheme need not be approved by the members of the transferee company if the Court, on the application of the transferee company or of any of its members,...

A scheme involves a division if, under the scheme, the undertaking, property and liabilities of the company in respect of which a compromise or arrangement is proposed are to be divided among, and...

(1) The directors of each company involved in a division shall prepare and adopt a draft of the proposed terms of the scheme. (2) The directors shall include in the draft terms particulars of at...