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Browse Acts ↓(1) In this Part— "distributable profits", in relation to the giving of any financial assistance— (a) means those profits out of which the company could lawfully make a distribution equal in value to that assistance; and (b) if the financial assistance consists of or includes, or is treated as arisi…
(1) A limited company shall not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with this Part. (2) Subsection (1) does not prevent a limited company from acquiring any of its own fully paid shares otherwise than for valuable consideration. (3) Subsection…
(1) This section applies to shares in a limited company that— (a) are taken by a subscriber to the memorandum as nominee of the company; (b) are issued to a nominee of the company; or (c) are acquired by a nominee of the company, partly paid up, from a third person. (2) Shares to which this section…
(1) This section applies to shares in a limited company that— (a) are taken by a subscriber to the memorandum as a nominee of the company; (b) are issued to a nominee of the company; or (c) are acquired by a nominee of the company, partly paid up, from a third person. (2) If the nominee, having been…
(1) This section applies to a public company if— (a) shares of the company are forfeited, or are surrendered to the company instead of forfeiture, as provided by the company's articles for a failure to pay an amount payable for the shares; (b) shares of the company are acquired by it otherwise than…
(1) Within one month after cancelling shares in order to comply with section427, a company shall lodge with the Registrar for registration a notice giving details to the cancelled shares. (2) The company shall attach to, or enclose with, the notice a statement of capital that complies with subsectio…
(1) If a public company is obliged to convert itself into a private company in orderto comply with section 427, the directors may resolve that the company should be so converted. (2) Such a resolution may make such changes— (a) to the company's name; and (b) to the company's articles, as are necessa…
(1) The Registrar shall register the conversion of a company into a private limited company if satisfied that the application for registration complies with the requirements of section 429. (2) If the company does not already have a unique identifying number, the Registrar shall allocate such a numb…
(1) If a public company that is required by section 427 to apply to the Registrarfor the registration of the conversion of the company into a private company fails to do so before the deadline specified in subsection (3) of that section, Part XIX applies to it as if it were a private company. (2) Ex…
(1) If a company that is required to do so by section 427— (a) fails to cancel specified shares; or (b) fails to make an application for the registration of the conversion of the company into a private company, before the deadline specified in subsection (3) of that section, the company, and each of…
(1) This section applies to a private company that is registered as a public company— after shares in the company have been forfeited in accordance with the company's articles or have been surrendered to the company instead of forfeiture; (b) after shares in which the company had a beneficial intere…
(1) If— (a) a public company, or a nominee of a public company, acquires shares in the company; and (b) those shares are shown in a balance sheet of the company as an asset, the company shall transfer to a reserve account from profits available for the payment of dividends an amount equal to the val…
(1) A lien or other charge of a public company on its own shares(whether taken expressly or otherwise) is void, except as permitted by this section.( 2) In the case of any description of company, a charge is permitted if the shares are not fully paid up and the charge is for an amount payable in res…
In determining for the purposes of this Part whether a company has a beneficial interest in shares, the interests referred to in sections 437, 438 and 439 are to be disregarded.
(1) When the shares are held in trust for the purposes of a pension scheme or an employees’ share scheme, any residual interest of the company that has not vested in possession is to be disregarded. (2) For the purpose of subsection (1), “residual interest” means a right of the company to receive an…
(1) If the relevant shares are held on trust for the purposes of a pension scheme, the following are to be disregarded— (a) a charge or lien on, or set-off against, any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the…
(1) If the company is an executor, administrator or trustee, rights that thecompany has in that capacity are to be disregarded. (2) Those rights include— (a) a right of the company to recover its expenses or be remunerated out of the estate or trust property; and (b) a right of the company to be ind…
(1) In this Division, “financial assistance” means—(a) financial assistance given in the form of a gift; (b) financial assistance given— (i) in the form of a guarantee, security or indemnity other than an indemnity in respect of the indemnifier's own neglect or default; or (ii) in the form of a rele…
(1) If a person is acquiring or proposing to acquire shares in a public company, neither the company nor any other company that is a subsidiary of the company may give financial assistance (directly or indirectly) for the purpose of the acquisition before or at the same time as the acquisition takes…
(1) If a person is acquiring or proposing to acquire shares in a private company, a public company that is a subsidiary of that company shall not give financial assistance (directly or indirectly) for the purpose of the acquisition before or at the same time as the acquisition takes place. (2) Subse…
(1) If a company contravenes section 442(1) or (3) or 443 (1) or (3), thecompany, and each officer of the company who is in default, commit an offence. (2) A company that is found guilty of an offence under subsection (1) is liableon conviction to a fine not exceeding one million shillings. (3) An o…
Sections 442 and 443 do not prohibit any of the following transactions— (a) a distribution of a company’s assets in the form of—(i) a dividend lawfully made; or (ii) a distribution in the course of a company's liquidation; (b) an allotment of bonus shares; (c) a reduction of capital; (d) a redemptio…
(1) This section applies to the following transactions— (a) if the lending of money is part of the ordinary business of the company —the lending of money in the ordinary course of the company’s business; (b) the provision by the company — in good faith in the interests of the company or its holding…
(1) A limited company having a share capital may purchase its own shares (including any redeemable shares), subject to— (a) the following provisions of this Division; and (b) any restriction or prohibition in the company's articles. (2) A limited company may not purchase its own shares if as a resul…
(1) A limited company may not purchase its own shares unless they are fully paid. (2) A limited company that purchases its own shares shall pay for them on purchase. (3) A purchase in contravention of this section is void.
(1) A private limited company may purchase its own shares out of capital in accordance with Division 4. (2) Subject to subsection (1)— (a) a limited company may purchase its own shares only out of— (i) distributable profits of the company; or (ii) the proceeds of a fresh issue of shares made for the…
(1) A limited company may purchase its own shares only— (a) by an off-market purchase, under a contract approved in advance in accordance with section 451; or (b) by a market purchase, approved in accordance with section 458. (2) A purchase is off-market if the shares either— (a) are purchased other…
(1) A company may make an off–market purchase of its own shares under acontract but only if— (a) the terms of the contract have been approved by a special resolution of the company before the contract was entered into; or (b) the contract provides that no shares may be purchased under the contract u…
(1) This section applies to a resolution to confer, vary, revoke or renew an approval for the purposes of section 451. (2) If the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is not an eligible member. (3) A resolution proposed at a meetin…
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to make a purchase under section 451. (2) The company shall ensure that a copy of the relevant contract (if it is inwriting) or a memorandum setting out its terms (if it is not in writing) is ma…