Companies Act 1993
Sections and provisions with full text and the judgments that cite each one.
Section 95B — Power to reissue redeemed debentures in certain cases
95B Power to reissue redeemed debentures in certain cases (1) A company that has redeemed debentures previously issued by it may— (a) reissue the debentures; or (b) issue other debentures in their…
Section 95C — Specific performance of contracts to subscribe for debentures
95C Specific performance of contracts to subscribe for debentures (1) A court may order the specific performance of a contract with a company to take up and pay for any debentures of the company. (2)…
Section 96 — Meaning of shareholder
96 Meaning of shareholder In this Act, the term shareholder , in relation to a company, means— (a) A person whose name is entered in the share register as the holder for the time being of one or more…
Section 97 — Liability of shareholders
97 Liability of shareholders (1) Except where the constitution of a company provides that the liability of the shareholders of the company is unlimited, a shareholder is not liable for an obligation…
Section 98 — Liability of former shareholders
98 Liability of former shareholders (1) A former shareholder who ceased to be a shareholder during the specified period is liable to the company in respect of any amount unpaid on the shares held by…
Section 99 — Additional provisions relating to liability of shareholders and former shareholders
99 Additional provisions relating to liability of shareholders and former shareholders (1) If— (a) A shareholder or former shareholder of a company was, at any time, liable to the company in respect…
Section 100 — Liability for calls
100 Liability for calls (1) Where a share renders its holder liable to calls, or otherwise imposes a liability on its holder, that liability attaches to the holder of the share for the time being,…
Section 101 — Shareholders not required to acquire shares by alteration to constitution
101 Shareholders not required to acquire shares by alteration to constitution Notwithstanding anything in the constitution of the company, a shareholder is not bound by an alteration of the…
Section 102 — Liability of personal representative
102 Liability of personal representative (1) The liability of the personal representative of the estate of a deceased person, who is registered as the holder of a share comprised in the estate, does…
Section 103 — Liability of an assignee
103 Liability of an assignee (1) The liability of the assignee of the property of a bankrupt, who is registered as the holder of a share which is comprised in the property of the bankrupt, does not,…
Section 104 — Exercise of powers reserved to shareholders
104 Exercise of powers reserved to shareholders (1) Powers reserved to the shareholders of a company by this Act may be exercised only— (a) At a meeting of shareholders pursuant to section 120 or…
Section 105 — Exercise of powers by ordinary resolution
105 Exercise of powers by ordinary resolution (1) Unless otherwise specified in this Act or the constitution of a company, a power reserved to shareholders may be exercised by an ordinary resolution.…
Section 106 — Powers exercised by special resolution
106 Powers exercised by special resolution (1) Notwithstanding the constitution of a company, when shareholders exercise a power to— (a) Adopt a constitution or, if it has one, alter or revoke the…
Section 107 — Unanimous assent to certain types of action
107 Unanimous assent to certain types of action (1) Notwithstanding section 52 but subject to section 108 of this Act, if all entitled persons have agreed or concur,— (a) A dividend may be authorised…
Section 108 — Company to satisfy solvency test
108 Company to satisfy solvency test (1) A power referred to in subsection (1) of section 107 of this Act must not be exercised unless the board of the company is satisfied on reasonable grounds that…
Section 109 — Management review by shareholders
109 Management review by shareholders (1) Notwithstanding anything in this Act or the constitution of the company, the chairperson of a meeting of shareholders of a company must allow a reasonable…
Section 110 — Shareholder may require company to purchase shares
110 Shareholder may require company to purchase shares Where— (a) A shareholder is entitled to vote on the exercise of one or more of the powers set out in— (i) Section 106(1)(a) of this Act, and the…
Section 111 — Notice requiring purchase
111 Notice requiring purchase (1) A shareholder of a company who is entitled to require the company to purchase shares by virtue of section 110 or section 118 of this Act may,— (a) Within 10 working…
Section 112 — Price for shares to be purchased by company determined
112 Price for shares to be purchased by company determined (1) Within 5 working days of giving notice under section 111(2)(e) that the board agrees to the purchase of shares by the company, the board…
Section 112A — Price for shares referred to arbitration if shareholder objects to price
112A Price for shares referred to arbitration if shareholder objects to price (1) If a company receives an objection to the price offered for shares in accordance with section 112(4) ,— (a) the…
Section 112B — Interest payable on outstanding payments
112B Interest payable on outstanding payments (1) Interest is payable on any sum that must be paid under section 112 or 112A that is outstanding after the date on which it falls due on the basis and…
Section 112C — Timing of transfer of shares
112C Timing of transfer of shares (1) On the day on which a board gives notice under section 111(2)(e) that the board agrees to the purchase of shares by the company,— (a) the legal title to those…
Section 113 — Purchase of shares by third party
113 Purchase of shares by third party (1) Sections 112 to 112C apply to the purchase of shares by a person with whom the company has entered into an arrangement for purchase in accordance with…
Section 114 — Court may grant exemption
114 Court may grant exemption (1) A company to which a notice has been given under section 111 of this Act may apply to the Court for an order exempting it from the obligation to purchase the shares…
Section 115 — Court may grant exemption if company insolvent
115 Court may grant exemption if company insolvent (1) If— (a) A notice is given to a company under section 111 of this Act; and (b) The board has resolved that the purchase by the company of the…
Section 116 — Meaning of classes and interest groups
116 Meaning of classes and interest groups (1) In this Act, unless the context otherwise requires,— Class means a class of shares having attached to them identical rights, privileges, limitations,…
Section 117 — Alteration of shareholder rights
117 Alteration of shareholder rights (1) A company must not take action that affects the rights attached to shares unless that action has been approved by a special resolution of each interest group.…
Section 118 — Shareholder may require company to purchase shares
118 Shareholder may require company to purchase shares Where— (a) An interest group has, under section 117 of this Act, approved, by special resolution, the taking of action that affects the rights…
Section 119 — Actions not invalid
119 Actions not invalid The taking of action by a company affecting the rights attached to shares is not invalid by reason only that the action was not approved in accordance with section 117 of this…
Section 120 — Annual meeting of shareholders
120 Annual meeting of shareholders (1) Subject to subsections (2) and (3) of this section, the board of a company must call an annual meeting of shareholders to be held— (a) [Repealed] (b) Either—…
Section 121 — Special meetings of shareholders
121 Special meetings of shareholders A special meeting of shareholders entitled to vote on an issue— (a) May be called at any time by— (i) The board; or (ii) A person who is authorised by the…
Section 122 — Resolution in lieu of meeting
122 Resolution in lieu of meeting (1) Subject to subsections (2) and (3) , a resolution in writing signed by not less than— (a) Seventy-five percent; or (b) Such other percentage as the constitution…
Section 123 — Court may call meeting of shareholders
123 Court may call meeting of shareholders (1) If the Court is satisfied that— (a) It is impracticable to call or conduct a meeting of shareholders in the manner prescribed by this Act or the…
Section 124 — Proceedings at meetings
124 Proceedings at meetings The provisions of Schedule 1 to this Act govern proceedings at meetings of shareholders of a company except to the extent that the constitution of the company makes…
Section 125 — Shareholders entitled to receive distributions, attend meetings, and exercise rights
125 Shareholders entitled to receive distributions, attend meetings, and exercise rights (1) The shareholders who are— (a) Entitled to receive distributions; or (b) Entitled to exercise pre-emptive…
Section 126 — Meaning of director
126 Meaning of director (1) In this Act, director , in relation to a company, includes— (a) A person occupying the position of director of the company by whatever name called; and (b) For the…
Section 127 — Meaning of board
127 Meaning of board In this Act, the terms board and board of directors , in relation to a company, mean— (a) Directors of the company who number not less than the required quorum acting together as…
Section 128 — Management of company
128 Management of company (1) The business and affairs of a company must be managed by, or under the direction or supervision of, the board of the company. (2) The board of a company has all the…
Section 129 — Major transactions
129 Major transactions (1) A company must not enter into a major transaction unless the transaction is— (a) Approved by special resolution; or (b) Contingent on approval by special resolution. (2) In…
Section 130 — Delegation of powers
130 Delegation of powers (1) Subject to any restrictions in the constitution of the company, the board of a company may delegate to a committee of directors, a director or employee of the company, or…
Section 131 — Duty of directors to act in good faith and in best interests of company
131 Duty of directors to act in good faith and in best interests of company (1) Subject to this section, a director of a company, when exercising powers or performing duties, must act in good faith…
Section 132 — Exercise of powers in relation to employees
132 Exercise of powers in relation to employees (1) Nothing in section 131 of this Act limits the power of a director to make provision for the benefit of employees of the company in connection with…
Section 133 — Powers to be exercised for proper purpose
133 Powers to be exercised for proper purpose A director must exercise a power for a proper purpose.
Section 134 — Directors to comply with Act and constitution
134 Directors to comply with Act and constitution A director of a company must not act, or agree to the company acting, in a manner that contravenes this Act or the constitution of the company.
Section 135 — Reckless trading
135 Reckless trading A director of a company must not— (a) Agree to the business of the company being carried on in a manner likely to create a substantial risk of serious loss to the company's…
Section 136 — Duty in relation to obligations
136 Duty in relation to obligations A director of a company must not agree to the company incurring an obligation unless the director believes at that time on reasonable grounds that the company will…
Section 137 — Director's duty of care
137 Director's duty of care A director of a company, when exercising powers or performing duties as a director, must exercise the care, diligence, and skill that a reasonable director would exercise…
Section 138 — Use of information and advice
138 Use of information and advice (1) Subject to subsection (2) of this section, a director of a company, when exercising powers or performing duties as a director, may rely on reports, statements,…
Section 139 — Meaning of interested
139 Meaning of interested (1) Subject to subsection (2) of this section, for the purposes of this Act, a director of a company is interested in a transaction to which the company is a party if, and…
Section 140 — Disclosure of interest
140 Disclosure of interest (1) A director of a company must, forthwith after becoming aware of the fact that he or she is interested in a transaction or proposed transaction with the company, cause…