All sections · Part V: Shares · Sub-Part II: Issue of shares
55 Power to issue shares at a discount
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) For the purposes of this section, „issue at a discount“, in relation to a par
value share, means issue for a consideration less than the par value of the
share.
(2) Subject as provided in this section, it shall be lawful for a par value
company to issue at a discount shares in the company of a class already
issued.
(3) No shares shall be issued at a discount pursuant to subsection (2) unless —
(a) the proposed issue of the shares at a discount has been —
(i) authorised by resolution of the members of the
company; and
(ii) sanctioned by the Court;
(b) they are par value shares;
(c) the resolution specifies the maximum rate of discount at which
the shares are to be issued;
(d) not less than one year, at the date of the issue, has elapsed since
the date on which the company was entitled to commence
business; and
(e) the shares to be issued at a discount are issued within three months
after the date on which the issue is sanctioned by the Court or
within such extended time as the Court may allow.
(4) Where a company has passed a resolution authorising the issue of shares
at a discount, it may apply to the Court for an order approving the issue.
(5) On any application to the Court under subsection (4), if, having regard to
all the circumstances of the case, it thinks proper so to do, the Court may
make an order approving the issue on such terms and conditions as it thinks
fit.
(6) A company that contravenes subsection (3) commits an offence and is
liable on conviction to a fine not exceeding US$25,000.
value share, means issue for a consideration less than the par value of the
share.
(2) Subject as provided in this section, it shall be lawful for a par value
company to issue at a discount shares in the company of a class already
issued.
(3) No shares shall be issued at a discount pursuant to subsection (2) unless —
(a) the proposed issue of the shares at a discount has been —
(i) authorised by resolution of the members of the
company; and
(ii) sanctioned by the Court;
(b) they are par value shares;
(c) the resolution specifies the maximum rate of discount at which
the shares are to be issued;
(d) not less than one year, at the date of the issue, has elapsed since
the date on which the company was entitled to commence
business; and
(e) the shares to be issued at a discount are issued within three months
after the date on which the issue is sanctioned by the Court or
within such extended time as the Court may allow.
(4) Where a company has passed a resolution authorising the issue of shares
at a discount, it may apply to the Court for an order approving the issue.
(5) On any application to the Court under subsection (4), if, having regard to
all the circumstances of the case, it thinks proper so to do, the Court may
make an order approving the issue on such terms and conditions as it thinks
fit.
(6) A company that contravenes subsection (3) commits an offence and is
liable on conviction to a fine not exceeding US$25,000.
Amended since 2016
Act 32 of 2021 · 2021-08-02
12. The principal Act is amended by repealing section 55 and
substituting therefore the following section —
“55. A company may issue shares at a discount.''.
substituting therefore the following section —
“55. A company may issue shares at a discount.''.