Companies Act 1993
Sections and provisions with full text and the judgments that cite each one.
Section 50 — Consent to issue of shares
50 Consent to issue of shares The issue by a company of a share that— (a) Increases a liability of a person to the company; or (b) Imposes a new liability on a person to the company— is void if that…
Section 51 — Time of issue of shares
51 Time of issue of shares A share is issued when the name of the holder is entered on the share register.
Section 52 — Board may authorise distributions
52 Board may authorise distributions (1) The board of a company that is satisfied on reasonable grounds that the company will, immediately after the distribution, satisfy the solvency test may,…
Section 53 — Dividends
53 Dividends (1) A dividend is a distribution other than a distribution to which section 59 or section 76 of this Act applies. (2) The board of a company must not authorise a dividend— (a) In respect…
Section 54 — Shares in lieu of dividends
54 Shares in lieu of dividends Subject to the constitution of the company, the board of a company may issue shares to any shareholders who have agreed to accept the issue of shares, wholly or partly,…
Section 55 — Shareholder discounts
55 Shareholder discounts (1) The board of a company may resolve that the company offer shareholders discounts in respect of some or all of the goods sold or services provided by the company. (2) The…
Section 56 — Recovery of distributions
56 Recovery of distributions (1) A distribution made to a shareholder at a time when the company did not, immediately after the distribution, satisfy the solvency test may be recovered by the company…
Section 57 — Reduction of shareholder liability a distribution
57 Reduction of shareholder liability a distribution (1) If a company proposes to alter its constitution, or to acquire shares issued by it, or redeem shares under section 69 of this Act, as the case…
Section 58 — Company may acquire its own shares
58 Company may acquire its own shares (1) A company may, in accordance with sections 59 to 66 , section 107 , and sections 110 to 112C , but not otherwise, acquire its own shares. (2) Shares acquired…
Section 59 — Acquisition of company's own shares
59 Acquisition of company's own shares (1) Subject to section 52 of this Act, a company may purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its…
Section 60 — Board may make offer to acquire shares
60 Board may make offer to acquire shares (1) The board of a company may make an offer to acquire shares issued by the company if the offer is— (a) An offer to all shareholders to acquire a…
Section 61 — Special offers to acquire shares
61 Special offers to acquire shares (1) The board may make an offer under section 60(1)(b)(ii) of this Act only if it has previously resolved— (a) That the acquisition is of benefit to the remaining…
Section 62 — Disclosure document
62 Disclosure document For the purposes of section 61 of this Act, a disclosure document is a document that sets out— (a) The nature and terms of the offer, and if made to specified shareholders, to…
Section 63 — Stock exchange acquisitions subject to prior notice to shareholders
63 Stock exchange acquisitions subject to prior notice to shareholders (1) The board of a company may make offers on on one or more stock exchanges to all shareholders to acquire shares only if it…
Section 64 — Disclosure document
64 Disclosure document (1) For the purposes of section 63 of this Act, a disclosure document is a document that sets out— (a) The maximum number of shares that the board has resolved to acquire under…
Section 65 — Stock exchange acquisitions not subject to prior notice to shareholders
65 Stock exchange acquisitions not subject to prior notice to shareholders (1) The board of a company may acquire shares on a stock exchange from its shareholders if the following conditions are…
Section 66 — Cancellation of shares repurchased
66 Cancellation of shares repurchased (1) Subject to sections 67A to 67C of this Act, shares that are acquired by a company pursuant to section 59 or sections 112 to 112C are deemed to be cancelled…
Section 67 — Enforceability of contract to repurchase shares
67 Enforceability of contract to repurchase shares (1) A contract with a company providing for the acquisition by the company of its shares is specifically enforceable against the company except to…
Section 67A — Company may hold its own shares
67A Company may hold its own shares (1) Shares acquired by a company pursuant to section 59 or sections 112 to 112C shall not be deemed to be cancelled under section 66(1) of this Act if— (a) The…
Section 67B — Rights and obligations of shares company holds in itself suspended
67B Rights and obligations of shares company holds in itself suspended (1) The rights and obligations attaching to a share that a company holds in itself pursuant to section 67A of this Act shall not…
Section 67C — Reissue of shares company holds in itself
67C Reissue of shares company holds in itself (1) Subject to subsection (2) of this section, section 47 of this Act shall apply to the transfer of a share held by a company in itself as if the…
Section 68 — Meaning of redeemable
68 Meaning of redeemable For the purposes of this Act, a share is redeemable if— (a) The constitution of the company makes provision for the company to issue redeemable shares; and (b) The…
Section 69 — Redemption at option of company
69 Redemption at option of company (1) A company must not exercise an option to redeem shares unless— (a) The option is exercised in relation to all shareholders of the same class and in a manner…
Section 70 — Company must satisfy solvency test
70 Company must satisfy solvency test (1) A company must not exercise an option to redeem a share unless the board of the company is satisfied on reasonable grounds that the company will, immediately…
Section 71 — Special redemption of shares
71 Special redemption of shares (1) A company may exercise an option to redeem shares under section 69(1)(b)(ii) of this Act only if the board has previously resolved— (a) That the redemption of the…
Section 72 — Disclosure document
72 Disclosure document For the purposes of section 71 of this Act, a disclosure document is a document that sets out— (a) The nature and terms of the redemption of the shares, and if the option to…
Section 73 — Cancellation of shares redeemed
73 Cancellation of shares redeemed (1) Shares that are redeemed by a company pursuant to section 69 of this Act are deemed to be cancelled immediately on redemption. (2) On the cancellation of a…
Section 74 — Redemption at option of shareholder
74 Redemption at option of shareholder (1) Subject to this section, if a share is redeemable at the option of the holder of the share, and the holder gives proper notice to the company requiring the…
Section 75 — Redemption on fixed date
75 Redemption on fixed date (1) Subject to this section, if a share is redeemable on a specified date— (a) The company must redeem the share on that date; and (b) The share is deemed to be cancelled…
Section 76 — Financial assistance
76 Financial assistance (1) A company may give financial assistance to a person for the purpose of, or in connection with, the purchase of a share issued or to be issued by the company, or by its…
Section 77 — Company must satisfy solvency test
77 Company must satisfy solvency test (1) A company must not give any financial assistance under section 76 of this Act unless the board of the company is satisfied on reasonable grounds that the…
Section 78 — Special financial assistance
78 Special financial assistance (1) Financial assistance may be given under section 76(1)(b) of this Act only if the Board has previously resolved— (a) That giving the assistance in question is of…
Section 79 — Disclosure document
79 Disclosure document For the purposes of section 78 of this Act, a disclosure document is a document that sets out— (a) The nature and terms of the financial assistance to be given, and to whom it…
Section 80 — Financial assistance not exceeding 5 percent of shareholders' funds
80 Financial assistance not exceeding 5 percent of shareholders' funds (1) Financial assistance may be given under section 76(1)(c) of this Act, only if— (a) The amount of the financial assistance,…
Section 81 — Enforceability of transactions
81 Enforceability of transactions (1) Failure to comply with section 76 or section 78 or section 79 or section 80 of this Act does not affect the validity of a transaction. (2) This section does not…
Section 82 — Subsidiary may not hold shares in holding company
82 Subsidiary may not hold shares in holding company (1) Subject to this section, a subsidiary must not hold shares in its holding company. (2) An issue of shares by a holding company to its…
Section 83 — Statement of rights to be given to shareholders
83 Statement of rights to be given to shareholders (1) Every company must issue to a shareholder, on request, a statement that sets out— (a) The class of shares held by the shareholder, the total…
Section 84 — Transfer of shares
84 Transfer of shares (1) Subject to the constitution of the company, shares in a company may be transferred by entry of the name of the transferee on the share register. (2) For the purpose of…
Section 85 — Transfer of shares under approved system
85 Transfer of shares under approved system (1) Where shares in a company are transferred under a system of transfer approved under section 7 of the Securities Transfer Act 1991 , the company may…
Section 86 — Transfer of shares by operation of law
86 Transfer of shares by operation of law Shares in a company may pass by operation of law notwithstanding the constitution of the company.
Section 87 — Company to maintain share register
87 Company to maintain share register (1) A company must maintain a share register that records the shares issued by the company and states— (a) Whether, under the constitution of the company or the…
Section 88 — Place of share register
88 Place of share register (1) The share register may, if expressly permitted by the constitution, be divided into 2 or more registers kept in different places. (2) The principal register must be…
Section 89 — Share register as evidence of legal title
89 Share register as evidence of legal title (1) Subject to section 91 of this Act, the entry of the name of a person in the share register as holder of a share is prima facie evidence that legal…
Section 90 — Directors' duty to supervise share register
90 Directors' duty to supervise share register (1) It is the duty of each director to take reasonable steps to ensure that the share register is properly kept and that share transfers are promptly…
Section 91 — Power of Court to rectify share register
91 Power of Court to rectify share register (1) If the name of a person is wrongly entered in, or omitted from, the share register of a company, the person aggrieved, or a shareholder, may apply to…
Section 92 — Trusts not to be entered on register
92 Trusts not to be entered on register No notice of a trust, whether express, implied, or constructive, may be entered on the share register.
Section 93 — Personal representative may be registered
93 Personal representative may be registered (1) Notwithstanding section 92 of this Act, a personal representative of a deceased person whose name is registered in a share register of a company as…
Section 94 — Assignee of bankrupt may be registered
94 Assignee of bankrupt may be registered (1) Notwithstanding section 92 of this Act, the Assignee of the property of a bankrupt registered in a share register of a company as the holder of a share…
Section 95 — Share certificates
95 Share certificates (1) Subject to subsection (2) of this section, a company whose shares are subject to a listing agreement with a stock exchange must, within 20 working days after the issue, or…
Section 95A — Perpetual debentures
95A Perpetual debentures (1) A term that is expressed in a debenture or in a deed securing a debenture, issued or executed by a company, is not invalid by reason only that it provides that the…