All sections · Part V: Shares · Sub-Part II: Issue of shares
55 折价发行股票的权力
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 就本节而言，"折价发行 "就面值股份而言，指以低于股份面值的代价发行。
(2) 在不违反本条规定的情况下，面值公司以折价发行公司已发行的某类股份是合法的。
(3) 不得根据第(2)款以折价方式发行股份。
除非-
(a) 建议以折价发行股份是------。
(i) 经本公司成员决议批准；和
(i) 受到法院的处罚。
(b) 它们是名义价值的股份。
(c) 该决议规定了发行股票的最高折扣率。
(d) 自公司被授权开始营业的日期起，在发行日期至少已经过了一年；和
(e) 拟折价发行的股份在法院授权发行日期后三个月内或在法院允许的延长期内发行。
(4) 如果公司已经通过决议，授权以折扣价发行股份，它可以向法院申请授权发行的命令。
(5)在根据第(4)款向法庭提出申请后，如果法庭在考虑到该案的所有情况后认为适当，可按其认为适当的条款作出批准该问题的命令。
(6) 违反第(3)款的公司即为犯罪，一经定罪可处以不超过25美元的罚款。
(2) 在不违反本条规定的情况下，面值公司以折价发行公司已发行的某类股份是合法的。
(3) 不得根据第(2)款以折价方式发行股份。
除非-
(a) 建议以折价发行股份是------。
(i) 经本公司成员决议批准；和
(i) 受到法院的处罚。
(b) 它们是名义价值的股份。
(c) 该决议规定了发行股票的最高折扣率。
(d) 自公司被授权开始营业的日期起，在发行日期至少已经过了一年；和
(e) 拟折价发行的股份在法院授权发行日期后三个月内或在法院允许的延长期内发行。
(4) 如果公司已经通过决议，授权以折扣价发行股份，它可以向法院申请授权发行的命令。
(5)在根据第(4)款向法庭提出申请后，如果法庭在考虑到该案的所有情况后认为适当，可按其认为适当的条款作出批准该问题的命令。
(6) 违反第(3)款的公司即为犯罪，一经定罪可处以不超过25美元的罚款。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Power to issue shares at a discount
(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.''.
