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Browse Acts ↓(1) A company may agree to a variation of a contract approved under section451 only if the variation is approved in advance in accordance with this section. (2) The terms of the variation have effect only if they have been approved bya special resolution of the company. (3) The approval may be varie…
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to vary a contract under section 454. (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 resolu…
(1) This section applies to a resolution passed by a company under section 454. (2) The company shall ensure that a copy of the proposed variation (if it is inwriting) or a written memorandum giving details of the proposed variation (if it is not) is made available to the members of the company— (a)…
(1) An agreement by a company to release its rights under a contract approvedunder section 451 is void unless the terms of the release agreement are approved in advance in accordance with this section. (2) The terms of the proposed agreement have effect only if they are approvedby a special resoluti…
(1) A company may make a market purchase of its own shares only if the purchase has been approved by a resolution of the company. (2) Such an approval— (a) can be general or limited to the purchase of shares of a particular class or description; and (b) can be unconditional or made subject to condit…
(1) This section applies to a company that has entered into— (a) a contract approved under section 451; or (b) a contract for a purchase approved under section 458. (2) The company shall keep available for inspection— (a) a copy of the contract; or (b) if the contract is not in writing, a written me…
(1) If a company fails to comply with a requirement of section 459, 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 two hundred thousand shillings. (2) If, after a company or any of its officers is convicted…
The rights of a company under a contract authorised under section 451 or 458 are not capable of being assigned.
(1) A payment made by a company in consideration of— (a) acquiring any right with respect to the purchase of its own shares under a contingent purchase contract approved under section 451; (b) the variation of any contract approved under that section; or (c) the release of any of the company's oblig…
If a limited company makes a purchase of its own shares in accordance with this Division, then— (a) if section 458 applies, the shares are to be held and dealt with in accordance with Part XXI, but; (b) if that section does not apply— (i) the shares are cancelled; and (ii) the amount of the company'…
(1) Within fourteen days after a company purchases shares under this Division, it shall lodge with the Registrar for registration a return that complies with subsections (2) to (4). (2) The return complies with this subsection if it distinguishes— (a) shares in relation to which section 428 applies…
(1) If, on the purchase by a company of any of its own shares in accordance with this Part— (a) section 526 does not apply (so that the shares are treated as cancelled); or (b) that section applies but the shares are immediately cancelled under section 531, the company shall, within one month after…
In this Division— (a) a reference to payment out of capital is to any payment so made, whether or not it would, apart from this section, be treated as a payment out of capital; and (b) "the permissible capital payment", in relation to shares, is the amount required under section 468.
A private limited company may in accordance with this Division, but subject to any restriction or prohibition in the company's articles, make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits or the proceeds of a fresh issue of shares.
A payment that, in accordance with this Division, can be made by a company out of capital in respect of the redemption or purchase of its own shares is such amount as, after applying for that purpose— (a) available profits of the company; and (b) the proceeds of a fresh issue of shares made for the…
(1) For the purposes of this Division, the available profits of the company, inrelation to the redemption or purchase of any of its shares, are the profits of the company that are available for distribution (within the meaning of Part XVII. (2) Whether a company has any profits so available; and the…
(1) The available profits of the company are determined as follows— (a) first— Determine the profits of the company by reference to the following items as stated in the relevant financial statements— (i) profits, losses, assets and liabilities; (ii) provisions of a kind specified for the purposes of…
(1) A payment out of capital by a private company for the redemption orpurchase of its own shares is not lawful unless the requirements of section 472, 474, 477 and 478 are satisfied. (2) Subsection (1) is subject to any order of the Court under section 479.
(1) The company’s directors shall make a statement that complies with subsection (2). (2) A statement complies with this subsection only if it specifies the amount of the permissible capital payment for the relevant shares and states that, having made full inquiry into the affairs and prospects of t…
If the directors make a statement under sections 468 to 471 without having reasonable grounds for the opinion expressed in it, each of the directors who is in default commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings or to imprisonment for a term…
(1) A payment out of capital is invalid unless it is approved by a special resolution of the company that complies with this section. (2) Such a resolution is void unless it is passed on; or within the week immediately following, the date on which the directors make the statement required by section…
(1) This section applies to a resolution passed by a company under section 474. (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) If the resolution is proposed at a meeting of the company, it is not eff…
(1) This section applies to a resolution passed by a company under section 474. (2) The company shall ensure that a copy of the directors' statement andauditor's report under section 482 are made available to its members— (a) in the case of a written resolution, by being sent or submitted to every e…
(1) Within the seven days immediately after the date of the resolution undersection 474, the company shall cause to be published in the Gazette a notice— (a) stating that the company has approved a payment out of capital for the purpose of acquiring its own shares by redemption or purchase, or both;…
(1) A company that passes a resolution in accordance with section 475 shall ensure that the directors’ statement and auditor’s report required by section 472 are kept available for inspection throughout the relevant period. (2) For the purpose of subsection (1), the relevant period is the period—(a)…
(1) If a private company passes a special resolution approving a payment out of capital for the redemption or purchase of any of its shares— (a) any member of the company (other than one who consented to or voted in favour of the resolution); and (b) any creditor of the company, may apply to the Cou…
(1) Within fourteen days after making an application under section 479, the applicant shall lodge with the Registrar for registration a notice of the application. (2) Subsection (1) does not affect the operation of any provision of rules of Court as to service of notice of the application. (3) Withi…
(1) A payment out of capital is invalid unless it is made— (a) no earlier than five weeks after the date on which the resolution under section 475 is passed; and (b) no later than seven weeks after that date. (2) Subsection (1) is subject to any exercise of the Court's powers under section479(5).
(1) In this section, “capital redemption reserve”, in relation to a company, means the reserve referred to in subsection (2). (2) If under this Part or Part XX, shares of a limited company are redeemed or purchased wholly out of the company’s profits, the company shall transfer to a reserve an amoun…
(1) This section applies if a payment out of capital is made in accordance with Division 4. (2) If the permissible capital payment is less than the nominal amount of the shares redeemed or purchased, the company shall transfer an amount equal to the amount of the difference to the company's capital…