Search within Legislation

... Liability of members on reduced shares Where a company's share capital is reduced under any provision of this Division, a member of the company (past or present) is not liable in respect of the issue price of any share to any call or contribution greater in amount than the difference (if any) between — the issue price of the share; and the aggregate of the amount paid up on the share (if any) and the amount reduced on the share. ...

... Use of share capital to pay expenses incurred in issue of new shares A company may use its share capital to pay any expenses (including brokerage or commission) incurred directly in the issue of new shares. 36/2014 A payment made under subsection (1) is not to be taken as reducing the amount of share capital of the company. 36/2014 ...

...Power of company to alter its share capital Subject to subsections (1B) and (1C), a company, if so authorised by its constitution, may in general meeting alter its share capital in any one or more of the following ways: Deleted by Act 21 of 2005 consolidate and divide all or any of its share capital; convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares; subdivide its shares or any of them, so however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share is the same as it was in the case of the share from which the reduced share is derived; cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled. 36/2014 A public company which alters its share capital may lodge with the Registrar a notice of the alteration in the prescribed form. 36/2014 A private company may alter its share capital by lodging a notice of alteration in the prescribed form with the Registrar. 36/2014 An alteration of share capital of a private company on or after does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5). 36/2014 Cancellations A cancellation of shares under this section is not deemed to be a reduction of share capital within the meaning of this Act. As to share capital of unlimited company on re-registration An unlimited company having a share capital may by any resolution passed for the purposes of section 30(1) — increase the amount of its share capital by increasing the issue price of each of its shares, but subject to the condition that no part of the increased capital is capable of being called up except in the event and for the purposes of the company being wound up; and in addition or alternatively, provide that a specified portion of its uncalled share capital is not capable of being called up except in the event and for the purposes of the company being wound up. ...

... Limitation of liability of trustee, etc., registered as holder of shares Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject to the same liabilities and no more as he or she would have been subject to if the share had remained registered in the name of the deceased person. 15/2017 Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and is in respect of the share subject to the same liabilities and no more as he or she would have been subject to if the share had been registered in the name of the deceased person. 15/2017 Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect of the trust. 15/2017 Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the company concerned is not affected by notice of any trust by anything so done. 15/2017 ...

... Transitional provisions for section 62A For the purpose of the operation of this Act on or after in relation to a share issued before that date — the amount paid on the share is the sum of all amounts paid to the company at any time for the share (but not including any premium); and the amount unpaid on the share is the difference between the price of issue of the share (but not including any premium) and the amount paid on the share. On , any amount standing to the credit of a company's share premium account and any amount standing to the credit of a company's capital redemption reserve becomes part of the company's share capital. Despite subsection (2), a company may use the amount standing to the credit of its share premium account immediately before to — provide for the premium payable on redemption of debentures or redeemable preference shares issued before that date...
... standing to the credit of its share premium account immediately before that date by appropriation or transfer to any fund established and maintained pursuant to the Insurance Act 1966. Despite subsection (1), the liability of a shareholder for calls...
... (including the constitution of the company) entered into before that date or a trust deed or other document executed before that date — a reference to the par or nominal value of a share is a reference to — if the share is issued before that date — the par or nominal value of the share immediately before that date; if the share is issued on or after that date but shares of the same class were on issue immediately before that date — the par or nominal value that the share would have had if it had been issued then; or if the share is issued on or after that date and shares of the same class were not on issue immediately before that date — the par or nominal value determined by the directors, and a reference to share premium is a reference to any residual share capital in relation to the share; a reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value equal to the amount paid in respect of the share's par or nominal value; and a reference to the aggregate par or nominal value of the company's issued share capital is a reference to that aggregate as it existed immediately before that date as — increased to...

... Share warrants A company must not issue any share warrant stating that the bearer of the warrant is entitled to the shares therein specified and which enables the shares to be transferred by delivery of the warrant. The bearer of a share warrant issued before is, in the 2-year period after , entitled to surrender it for cancellation and to have the bearer's name entered in the register of members. 36/2014 The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant issued before in respect of the shares therein specified without the warrant being surrendered and cancelled. 36/2014 A company must cancel any share warrant which is issued by a company before that is unaccounted for by the expiry of the 2-year period mentioned in subsection (2), and the company is not responsible for any loss incurred by any person by reason of such cancellation. 36/2014 ...

...Reduction by special resolution subject to Court approval A company limited by shares may, as an alternative to reducing its share capital under section 78B or 78C, reduce it in any way by a special resolution approved by an order of the Court under section 78I, but the resolution and the reduction of the share capital do not take effect until — that order has been made; the company has complied with section 78I(3) (lodgment of information with Registrar); and the Registrar has recorded the information lodged with him or her under section 78I(3) in the appropriate register. Deleted by Act 36 of 2014 ...

... Redenomination of shares A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency. 36/2014 A resolution under this section may authorise a company having a share capital to redenominate its share capital — on more than one occasion; and at a specified time or under specified circumstances. 36/2014 The redenomination must be made at a spot rate of exchange specified in the resolution. 36/2014 The rate mentioned in subsection (3) must be either — a rate prevailing on a day specified in the resolution; or a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution. 36/2014 The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed. 36/2014 A resolution under this section may specify conditions which must be met before the redenomination takes effect. 36/2014 Redenomination in accordance with a resolution under this section takes effect — on the day on which the resolution is passed; or on such later day as may be determined in accordance with the resolution. 36/2014 A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed. 36/2014 A company's constitution may exclude or restrict the exercise of a power conferred by this section. 36/2014 In this section and sections 73A and 73B, redenomination means the conversion of share capital or any class of shares from one currency to another. 36/2014 ...

... Creditor protection This section applies if a company makes an application under section 78G(1) and the proposed reduction of share capital involves either — a reduction of liability in respect of unpaid share capital; or the payment to a shareholder of any paid-up share capital, and also applies if the Court so directs in any other case where a company makes an application under that section. Upon the application to the Court, the Court is to settle a list of qualifying creditors. If the proposed reduction of share capital involves either — a reduction of liability in respect of unpaid share capital; or the payment to a shareholder of any paid-up share capital, the Court may, if having regard to any special circumstances of the case it thinks it appropriate to do so, direct that any class or classes of creditors are not qualifying creditors. For the purpose of settling the list of qualifying creditors, the Court — must ascertain, as far as possible without requiring an application from any creditor, the names of qualifying creditors and the nature and amount of their debts or claims; and may publish notices fixing a day or days within which creditors not included in the list are to claim to be so included or are to be excluded from the list. Any officer of the company who — intentionally conceals the name of a qualifying creditor; intentionally misrepresents the nature or amount of the debt or claim of any creditor; or aids, abets or is privy to any such concealment or misrepresentation, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years. In this section and section 78I but subject to subsection (3), qualifying creditor means a creditor of the company who, at a date fixed by the Court, is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company. ...

... As to member's rights at meetings A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting. 36/2014 In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a right to vote on that resolution. 36/2014 In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the constitution of the company. 36/2014 Despite subsection (2), a preference share issued after but before carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one vote in respect of each such share held during such period as the preferential dividend or any part thereof remains in arrears and unpaid, such period starting from a date not more than 12 months, or such lesser period as the constitution may provide, after the due date of the dividend. 36/2014 For the purposes of subsection (4) — preference share means a share, by whatever name called, which does not entitle the holder thereof — to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; and a dividend is deemed to be due on the date appointed in the constitution for the payment of the dividend for any year or other period or, if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend has been earned or declared. 36/2014 ...