Companies Act

1. "annual return" means the return required to be made in the case of a company having a share capital, under section 128 and in the case of a company not having a share capital, under section 129;
2. "approved stock exchange" means a stock exchange approved under section 40 of the Capital Markets Authority Act and includes an interim stock trading facility approved under section 99 of that Act;
3. "articles" means the articles of association of a company as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1 to the repealed Companies Act or in Table A in Schedule 2 to this Act;
4. "beneficial owner" means a natural person who has final ownership or control of a company or a natural person on whose behalf a transaction is conducted in a company, and includes a natural person who exercises ultimate control over a company;
5. "book or paper" includes accounts, deeds, writings and documents;
6. "Capital Markets Authority" means the Capital Markets Authority established by the Capital Markets Authority Act;
7. "charge" means a form of security for the payment of a debt or performance of an obligation consisting of the right of a creditor to receive payment out of some specific fund or out of the proceeds of the realisation of specific property; and includes a mortgage;
8. "company" means a company formed and registered under this Act or an existing company or a re- registered company under this Act;

30 further items remain in the statutory text above.

1. There shall be kept by the Registrar a record called "the Register of Companies" where all the matters prescribed by this Act shall be entered

1. (1) Any one or more persons may incorporate a company, with or without limited liability, by filling in the particulars contained in the registration form in Schedule 2 to this Act.
2. (2) On filing of the form under subsection (1), if the registrar is satisfied that the applicant has complied with the provisions of this Act, the registrar shall register the company and assign it a registration number.
3. (3) On registration of the company, the registrar shall issue a certificate signed by him or her that the company is incorporated and in the case of a limited liability company, that the company has a limited liability.
4. (4) The company shall, from the date indicated in the certificate of incorporation, be a body corporate capable of exercising all the functions of an incorporated company, with power to hold land and having perpetual succession and a common seal, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided in this Act.
5. (5) Every company shall indicate its registration number on all its official documents.
6. (6) The company may be-
7. (a) a company having the liability of its members limited by the memorandum, if any, to the amount, if any, unpaid on the shares respectively held by them in this Act referred to as "a company limited by shares";
8. (b) a company having the liability of its members limited by the memorandum, if any, to the amount that the members undertake in the memorandum, if any, to contribute to the assets of the company if it is being wound up, in this Act referred to as "a company limited by guarantee";

2 further items remain in the statutory text above.

1. (1) For the purpose of this Act, "private company" means a company which by its articles-
2. (a) restricts the right to transfer its shares and other securities;
3. (b) limits the number of its members to one hundred, not including persons who are employed by the company and persons who, have been formerly employed by the company; and
4. (c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.
5. (2) Where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

This section states a single governing proposition and does not enumerate separate elements.

1. (1) The memorandum, if any, of every company shall be printed in the English language and shall state -
2. (a) the name of the company, with "limited" as the last word of the name in the case of a company limited by shares or by guarantee;
3. (b) that the registered office of the company is to be situated in Uganda; and
4. (c) may also state the objects of the company.
5. (2) The memorandum, if any, of a company limited by shares or by guarantee must also state that the liability of its members is limited.
6. (3) The memorandum, if any, of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company if it is being wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves such amount as may be required, not exceeding a specified amount.
7. (4) In the case of a company having a share capital-
8. (a) the memorandum, if any, must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division of that share capital into shares of a fixed amount;

5 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. The memorandum if any, and articles shall be delivered to the registrar who shall retain and register them

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The memorandum, if any, shall be dated and signed by each subscriber in the presence of at least one attesting witness who shall state his or her occupation and postal address.
2. (2) Opposite the signature of every subscriber there shall be written in legible characters his or her full name, occupation and postal address.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. A company may not alter the conditions contained in its memorandum if any, except in the cases in the mode and to the extent for which express provision is made in this Act

1. (1) A company that has included in its memorandum, if any, its objects, may, by special resolution, alter its memorandum, if any, with respect to the objects of the company, so far as may be required to enable it to-
2. (a) carry on its business more economically or more efficiently;
3. (b) attain its main purpose by new or improved means;
4. (c) enlarge or change the local area of its operations;
5. (d) carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company;
6. (e) restrict or abandon any of the objects specified in the memorandum, if any;
7. (f) sell or dispose of the whole or any part of the undertaking of the company; or
8. (g) amalgamate with any other company or body of persons, except that if an application is made to the Registrar in accordance with this section for the alteration to be cancelled, it shall not have effect except insofar as it is confirmed by the Registrar.

13 further items remain in the statutory text above.

1. It shall be lawful for a company to register in addition to its memorandum, if any, and articles of association, such regulations of the company as the company may deem necessary

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) In the case of an unlimited company, the articles must state the number of members with which the company proposes to be registered and, if the company has a share capital, the amount of share capital with which the company proposes to be registered.
2. (2) In the case of a company limited by guarantee, the articles must state the number of members with which the company proposes to be registered.
3. (3) Where an unlimited company or a company limited by guarantee has increased the number of its members beyond the registered number, it shall, within fourteen days after the increase was resolved on or took place, give to the Registrar notice of the increase and the Registrar shall record the increase.
4. (4) Where default is made in complying with subsection (3), the company and every officer of the company who is in default is liable to a default fine of twenty-five currency points.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Articles of association may adopt all or any of the regulations contained in Table A of Schedule 2 to this Act.
2. (2) In the case of a company limited by shares and registered after the commencement of this Act, if articles are not registered or, if articles are registered insofar as the articles do not exclude or modify the regulations contained in Table A of Schedule 2 to this Act, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in the duly registered articles.

1. (1) The code of corporate governance specified in Table F in Schedule 2 to this Act shall apply to every public company that does not comply with any corporate governance provisions or code prescribed under any other law.
2. (2) A private company may, at the time of registration of its articles or subsequently, adopt and incorporate into its articles the provisions of the code of corporate governance contained in Table F of Schedule 2 to this Act.
3. (3) Where a company adopts all or any part of the codes in Table F of Schedule 2 to this Act, a printed copy of that table shall be annexed to or incorporated in each copy of its articles of association.
4. (4) A company that has adopted the code of corporate governance shall annually file a statement of compliance with the Registrar and the Capital Markets Authority.
5. (5) A company that fails to comply with subsection (4) shall be liable to pay a fine of five hundred currency points.
6. (6) The Minister shall, by statutory instrument, in consultation with the Capital Markets Authority, amend Table F of Schedule 2 to this Act.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (b) printed;
2. (c) divided into paragraphs numbered consecutively; and
3. (d) signed by each subscriber to the memorandum, if any, of association in the presence of at least one witness who shall attest to the signature and add his or her occupation and postal address.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Subject to the provisions of this Act and to the conditions contained in its memorandum, if any, a company may by special resolution alter its articles.
2. (2) An alteration made under subsection (1) in the articles shall, subject to this Act, be as valid as if originally contained in the articles and be subject to alteration by special resolution.

1. (b) the memorandum, if any, and articles of association of a company limited by guarantee and having a share capital;
2. (c) the memorandum, if any, and articles of association of a company limited by guarantee and not having a share capital;
3. (d) the memorandum, if any, and articles of association of a company limited by guarantee and having a share capital; and
4. (e) the memorandum, if any, and articles of association of an unlimited company having a share capital, shall be respectively in accordance with the forms set out in Tables B, C, D and E in Schedule 2 to this Act or as near to them as circumstances permit.

1. The High Court may where a company or its directors are involved in acts including tax evasion, fraud or where, save for a single member company, the membership of a company falls below the statutory minimum, lift the corporate veil

1. (1) Subject to this Act, the memorandum, if any, and articles shall, when registered, bind the company and the members of the company to the same extent as if they had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the memorandum, if any, and articles.
2. (2) All money payable by any member to the company under the memorandum, if any, or articles shall be a debt due from him or her to the company.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. A certificate of incorporation given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental to egistration have been complied with and that the association is a company authorised to be registered and duly registered under this Act

1. (1) A company which is registered as limited by guarantee may be re-registered as company limited by shares if a special resolution is passed that it should be so re-registered as company limited by shares and the special resolution, shall state-
2. (a) what the share capital is to be; and
3. (b) provide for the making of such alterations in the memorandum, if any, as are necessary to bring it in substance and in form, into conformity with the requirements of this Act with respect to the memorandum, if any, of a company so limited and such alterations in the articles as are necessary in the circumstances.
4. (2) The special resolution referred to in subsection (1) shall be subject to the provisions on the registration of resolutions under this Act.
5. (3) The application for the company to be re-registered as a company limited by shares, shall be in the prescribed form signed by a director or secretary of the company and shall be lodged with the registrar, together with the documents specified in subsection (4), not earlier than the day on which the copy of the resolution is submitted for registration.
6. (4) The documents to be lodged with the registrar under subsection (3) are-
7. (a) a printed copy of the memorandum, if any, as altered in accordance with the resolution; and
8. (b) a printed copy of the articles as altered.

5 further items remain in the statutory text above.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) Subject to this section, a private company, other than a company not having a share capital, may be re-registered as a public company if-
2. (a) a special resolution that it should be so re-registered is passed; and
3. (b) an application for re-registration is delivered to the Registrar, together with the documents specified in subsection (4).
4. (2) A company shall not be re-registered under this section if it has previously been re-registered as unlimited.
5. (3) The special resolution under subsection (1) shall-
6. (a) alter the company's memorandum, if any, so that it states that the company is to be a public company;
7. (b) make such other alterations in the memorandum, if any, as are necessary to bring it, in substance and in form, into conformity with the requirements of this Act with respect to the memorandum, if any, of a public company; and
8. (c) make such alterations in the company's articles as may be necessary in the circumstances.

10 further items remain in the statutory text above.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) This section applies if shares have been allotted by the company between the date as at which the relevant balance sheet was prepared and the passing of the special resolution under section 22 and those shares were allotted as fully or partly paid-up as to their nominal value or any premium on them otherwise than in cash.
2. (2) Subject to this section, the Registrar shall not entertain an application by the company under section 22 unless-
3. (a) the consideration for the allotment has been valued; and
4. (b) a report with respect to the value of the consideration has been made to the company in accordance with that section during the six months immediately preceding the allotment of the shares.
5. (3) Where an amount standing to the credit of any of the company's reserve accounts or of its profit and loss account, has been applied in paying up to any extent any of the shares allotted or any premium on those shares, the amount applied does not count as consideration for the allotment and accordingly subsection (2) does not apply to it.
6. (4) Subsection (2) does not apply if the allotment is in connection with an arrangement providing for it to be on terms that the whole or part of the consideration for the shares allotted is to be provided by the transfer to the company or the cancellation of all or some of the shares or of all or some of the shares of a particular class in another company, with or without the issue to the company applying under section 18 of shares or of shares of any particular class in that other company.
7. (5) Subsection (4) does not exclude the application of subsection (2), unless under the arrangement it is open to all the holders of the shares of the other company in question or, where the arrangement applies only to shares of a particular class, all the holders of the other company's shares of that class to take part in the arrangement.
8. (6) In determining whether subsection (2) is excluded under subsection (5), shares held by a company or by a nominee of the company allotting shares in connection with the arrangement by a company or by a nominee of the company which is that company's holding company or subsidiary or a company which is a subsidiary of its holding company shall be disregarded.

2 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) For a private company to be re-registered under section 22 as a public company, the following conditions with respect to its share capital must be satisfied at the time the special resolution under that section is passed-
2. (a) the nominal value of the company's allotted share capital must not be less than the authorised minimum; and
3. (b) each of the company's allotted shares must be paid-up at least as to one-quarter of the nominal value of that share and the whole of any premium on it.
4. (2) In addition to the conditions specified in subsection (1), if any shares in the company or any premium on them have been fully or partly paid-up by an undertaking given by any person that he or she or another person should do work or perform services whether for the company or any other person, the undertaking must have been performed or otherwise discharged.
5. (3) Subject to subsection (4), if shares have been allotted as fully or partly paid-up as to their nominal value or any premium on them otherwise than in cash and the consideration for the allotment consists of or includes an undertaking to the company other than one to which subsection (4) applies, then either-
6. (a) the undertaking must have been performed or otherwise discharged; or
7. (b) there must be a contract between the company and some person under which the undertaking is to be performed within five years from the time the resolution under section 22 is passed.
8. (4) For the purpose of determining whether subsections (1)(b), (2) and (3) are complied with, certain shares in the company may be disregarded if any share was allotted in accordance with an employee's share scheme and by reason of which the company would but for this subsection, be precluded under subsection (1)(b) from being re-registered as a public company.

2 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where the Registrar is satisfied, on an application under section 22, that a company may be re- registered under that section as a public company, the Registrar shall-
2. (a) retain the application and other documents delivered to him or her under that section; and
3. (b) issue the company with a certificate of incorporation stating that the company is a public company.
4. (2) The Registrar may accept a declaration under section 22(4)(d) as sufficient evidence that the special resolution required by that provision has been passed and the other conditions of re-registration have been satisfied.
5. (3) The Registrar shall not issue the certificate if it appears to him or her that the court has made an order confirming a reduction of the company's capital which has the effect of bringing the nominal value of the company's allotted share capital below the authorised minimum.
6. (4) Upon the issue to a company of a certificate of incorporation under this section-
7. (a) the company by virtue of the issue of that certificate becomes a public company; and
8. (b) any alterations in the memorandum, if any, and articles set out in the resolution take effect accordingly.

3 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The special resolution required by section 22(1)(a) must, in addition to the matters mentioned in subsection (3) of that section-
2. (a) state that the liability of the members is to be limited by shares and what the company's share capital is to be; and
3. (b) make such alterations in the company's memorandum, if any, as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum, if any, of a company limited by shares.
4. (2) The certificate of incorporation issued under section 25(1)(b) shall in addition to containing the statement required by paragraph (b) of that subsection, state that the company has been incorporated as a company limited by shares, and-
5. (a) the company by virtue of the issue of the certificate becomes a public company limited by shares; and
6. (b) the certificate is conclusive evidence of the fact that it is such a company.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Subject to this section, a company which is registered as a limited liability company may be re- registered as an unlimited company on an application for the purpose of complying with the requirements of this section.
2. (2) A company is excluded from re-registering under this section if it is a limited liability company by virtue of re-registration under section 21.
3. (3) A public company cannot be re-registered under this section as an unlimited company.
4. (4) An application under this section must be in the prescribed form and be signed by a director or the secretary of the company and be lodged with the Registrar, together with the documents specified in subsection (8).
5. (5) The application must set out such alterations in the company's memorandum, if any, which-
6. (a) if it is to have a share capital, are required to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum, if any, of a company to be formed as an unlimited company having a share capital; or
7. (b) if it is not to have a share capital, are required in the circumstances.
8. (6) Where articles have been registered, the application must set out such alterations in them which-

13 further items remain in the statutory text above.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) The Registrar shall retain the application and other documents lodged with him or her under section 27 and shall-
2. (a) if articles are annexed to the application, register them; and
3. (b) issue to the company a certificate of incorporation appropriate to the status to be assumed by it by virtue of section 27.
4. (2) On the issue of the certificate-
5. (a) the status of the company, by virtue of the issue is changed from limited to unlimited;
6. (b) the alterations in the memorandum, if any, set out in the application and if articles have been previously registered, any alterations to the articles in the application shall take effect as if duly made by resolution of the company; and
7. (c) the provisions of this Act apply accordingly to the memorandum, if any, and articles as altered.
8. (3) The certificate is conclusive evidence that-

2 further items remain in the statutory text above.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) Subject to this Act, a company which is registered as unlimited may be re-registered as limited if a special resolution that it should be so reregistered is passed and, the requirements of section 27 are complied with in respect of the resolution and otherwise.
2. (2) A company cannot under this section be re-registered as a public company; and a company is excluded from re-registering under this section if it is unlimited by virtue of re-registration under section 27.
3. (3) The special resolution under subsection (1) shall state whether the company is to be limited by shares or by guarantee and-
4. (a) if it is to be limited by shares, it must state what the share capital is to be and provide for the making of such alterations in this memorandum, if any, as are necessary to bring it, in substance and in form, into conformity with the requirements of this Act with respect to the memorandum, if any, of a company so limited and such alterations in the articles as are necessary in the circumstances; and
5. (b) if it is to be limited by guarantee, it must provide for the making of such alterations in its memorandum, if any, and articles as an necessary to bring them in substance and in form into conformity with the requirements of this Act with respect to the memorandum if any, and articles of a company limited by guarantee.
6. (4) The special resolution is subject to the provisions on the registration of resolutions under this Act; and an application for the company to be re-registered as limited, in the prescribed form signed by a director or by the secretary of the company, must be lodged with the Registrar, together with the documents specified in subsection (5), not earlier than the day or which the copy of the resolution forwarded is received by him or her.
7. (5) The documents to be lodged with the Registrar are-
8. (a) a printed copy of the memorandum, if any, as altered in accordance with the resolution; and

2 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The Registrar shall retain the application and other documents lodged with him or her under section 29 and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of that section.
2. (2) On the issue of the certificate-
3. (a) the status of the company is, by virtue of the issue, changed from unlimited to limited; and
4. (b) the alterations in the memorandum, if any, specified in the resolution and the alterations in and additions to the articles so specified take effect.
5. (3) The certificate is conclusive evidence that the requirements of section 29 in respect of re- registration and of matters precedent and incidental to it have been complied with and that the company was authorised to be re-registered under that section and was duly so re-registered.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A public company may be re-registered as a private company if-
2. (a) a special resolution complying with subsection (2) that it should be so re-registered is passed and has not been cancelled by the court;
3. (b) an application for the purpose in the prescribed form and signed by a director or the secretary of the company is delivered to the Registrar, together with a printed copy of the memorandum, if any, and articles of the company as altered by the resolution;
4. (c) the period during which an application for the cancellation of the resolution under this Act may be made has expired without any such application having been made; or
5. (d) where an application under this section is made and the application is withdrawn or an order is made under section 32(5) confirming the resolution and a copy of that order is delivered to the Registrar.
6. (2) The special resolution must alter the company's memorandum, if any, so that it no longer states that the company is to be a public company and must make such other alterations in the company's memorandum, if any, and articles as are required in the circumstances.
7. (3) A company shall not under this section be re-registered otherwise than as a company limited by shares or by guarantee.
8. (4) The re-registration of a public company as a private company shall not affect the rights or liabilities of the company in respect of any debt or obligation incurred or any contract entered into by, with or on behalf of the company before the re-registration.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where a special resolution by a public company to be re-registered under section 31 as a private company has been passed, an application may be made to the Registrar for the cancellation of that resolution.
2. (2) The application under subsection (1) may be made-
3. (a) by the holders of not less in aggregate than five percent in nominal value of the company's issued share capital or any class of shares in the company;
4. (b) if the company is not limited by shares, by not less than five percent of its members; or
5. (c) by not less than fifty of the company's members, but not by any person who has consented to or voted in favour of the resolution.
6. (3) The application must be made within twenty-eight days after the passing of the resolution and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.
7. (4) Where such an application is made, the company shall give notice in the prescribed form of that fact to the Registrar.
8. (5) On the hearing of the application, the Registrar shall make an order cancelling or confirming the resolution and-

7 further items remain in the statutory text above.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) Where the Registrar is satisfied that a company may be reregistered under section 31 he or she shall -
2. (a) retain the application and other documents delivered to him or her under that section; and
3. (b) issue the company with a certificate of incorporation appropriate to a private company.
4. (2) On the issue of the certificate-
5. (a) the company by virtue of the issue becomes a private company; and
6. (b) the alterations in the memorandum, if any, and articles set out in the resolution under section 31 take effect accordingly.
7. (3) The certificate is conclusive evidence that-
8. (a) the requirements of section 31 in respect of re-registration and of matters precedent and incidental to it have been complied with; and

1 further item remain in the statutory text above.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) The Registrar may, on written application, reserve a name pending registration of the company or a change of name by an existing company, any such reservation shall remain in force for thirty days or such longer period, not exceeding sixty days as the Registrar may, for special reasons, allow and during that period no other company is entitled to be registered with that name.
2. (2) No name shall be reserved and no company shall be registered by a name which in the opinion of the Registrar is undesirable.
3. (3) Upon registration, a limited liability company shall add the initials "LTD" or the word "Limited" at the end of its name.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where in the Registrar's opinion the name by which a company is registered gives a misleading indication of the nature of its activities as to be likely to cause harm to the public, the Registrar may direct the company to change its name.
2. (2) The direction shall be complied with within six weeks from the date of the direction or such longer period as the Registrar may think fit.
3. (3) The registrar may strike the company off the register after the expiration of the time specified in subsection (2).
4. (4) The company may, within a period of twenty-one days from the date of the direction or the striking off, apply to the court to set it aside and the court may set the direction or the striking off aside or confirm it and, if it confirms the direction or the striking off, shall specify a period within which it must be complied with.
5. (5) Where a company makes default in complying with a direction under this section, it is liable to a fine of twenty-five currency points and, for continued contravention, to a daily default fine of five currency points.
6. (6) Where a company changes its name under this section, the Registrar shall enter the new name on the register in place of the former name and shall issue a certificate of incorporation altered to meet the circumstances of the case and the change of name has effect from the date on which the altered certificate is issued.
7. (7) A change of name by a company under this section does not affect any of the rights or obligations of the company or render defective any legal proceedings by or against it and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A person who is not a public company commits an offence if he or she carries on any trade, profession or business under a name which includes as its last part, the words "public limited liability company".
2. (2) A public company commits an offence if in circumstances in which the fact that it is a public company is likely to be material to any person, it uses a name which may reasonably be expected to give the impression that it is a private company.
3. (3) A company or officer of a company who commits an offence under subsection (1) or (2) is liable, on conviction, to a fine not exceeding one thousand currency points or to imprisonment for a term not exceeding two years, or both and, for continued contravention, to a daily default fine not exceeding twenty thousand currency points.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. A person shall not trade or carry on business under a name or title of which "limited" or any contraction or imitation of that word is the last word, unless duly incorporated with limited liability.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) A company may by special resolution and with the approval of the Registrar signified in writing change its name.
2. (2) Where, through inadvertence or otherwise, a company on its first registration or on its registration by a new name is registered by a name which, in the opinion of the Registrar, is too similar to the name by which a company in existence is previously registered, the first mentioned company may change its name with the consent of the Registrar and, if the Registrar so directs, shall change it within six weeks from the date of the direction or such longer period as the Registrar may allow.
3. (3) A company which defaults in complying with a direction under subsection (2) is liable to a fine of twenty-five currency points and to an additional fine of five currency points for each day on which the default continues.
4. (4) Where a company changes its name under this section, it shall, within fourteen days, give to the Registrar notice of the change of name and the Registrar shall enter the new name on the register in place of the former name, and shall issue to the company a certificate of change of name and notify the change of name in the Gazette or any other media of wide circulation as the registrar may determine by notice in the Gazette.
5. (5) A change of name by a company under this section shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where it is proved to the satisfaction of the Registrar that-
2. (a) an association about to be formed as a limited liability company is to be formed for promoting commerce, art, science, religion, charity or any other useful object; and
3. (b) the association intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Registrar may by licence direct that the association may be registered as a company with limited liability, without the addition of the word "limited" to its name, and the association may be registered accordingly and shall, on registration, enjoy all the privileges and, subject to the provisions of this section, be subject to all the obligations of a limited liability company.
4. (2) Where it is proved to the satisfaction of the Registrar that-
5. (a) the objects of a company registered under this Act as a limited liability company are restricted to those specified in subsection (1) and to objects incidental or conducive to them; and
6. (b) that by its constitution the company is required to apply its profits, if any, or other income in promoting its objects and is prohibited from paying any dividend to its members, the Registrar may by licence authorise the company to make by special resolution a change in its name including or consisting of the omission of the word "limited", and sections 38(4) and (5) shall apply to a change of name under this subsection as they apply to a change of name under that section.
7. (3) A licence by the Registrar under this section may be granted on such conditions and subject to such regulations as the Registrar thinks fit, and those conditions and regulations shall be binding on the company to which the licence is granted, and where the grant is under subsection (1) shall, if the Registrar so directs, be inserted in the memorandum, if any, and articles or in one of those documents.
8. (4) A body to which a licence is granted under this section shall be exempted from the provisions of this Act relating to the use of the word "limited" as any part of its name, the publishing of its name and the sending of lists of members to the Registrar.

2 further items remain in the statutory text above.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) In the case of a company limited by guarantee and not having a share capital, every provision in the memorandum, if any, or articles or any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member is void.
2. (2) For the purposes of the provisions of this Act relating to the memorandum, if any, of a company limited by guarantee and of this section, every provision in the memorandum, if any, or articles, or in any resolution, of a company limited by guarantee purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital, notwithstanding that the nominal amount or number of the shares or interests is not specified.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) Notwithstanding anything in the memorandum, if any, or articles of a company, a member of the company is not bound by an alteration made in the memorandum, if any, or articles after the date on which he or she became a member, if and so far as the alteration requires him or her to take or subscribe for more shares than the number held by him or her at the date on which the alteration is made, or in any way increases his or her liability as at that date to contribute to the share capital of, or otherwise to pay money, to the company.
2. (2) This section does not apply where the member agrees in writing before or after the alteration is made, to be bound.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Subject to sections 41 and 243(3) and (4), any condition contained in a company's memorandum, if any, which could lawfully have been contained in articles of association instead of the memorandum, if any, may, subject to this section, be altered by the company by special resolution.
2. (2) Where an application is made to the Registrar for the alteration to be cancelled, it shall not have effect except insofar as it is confirmed by the Registrar.
3. (3) This section does not apply where the memorandum, if any, itself provides for or prohibits the alteration of all or any of the conditions referred to in subsection (1) and does not authorise any variation or abrogation of the special rights of any class of members.
4. (4) Section 10(2)(a), (3), (4), (7) and (8) apply in relation to any alteration and to any application made under this section as they apply in relation to alterations and to applications made under that section.
5. (5) This section applies to a company's memorandum, if any, whether registered before or after the commencement of this Act.
6. (6) Any person aggrieved by a decision of the Registrar under this section may appeal to court.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A company shall, when required by any member, send to him or her a copy of the memorandum, if any, and articles, if any and a copy of any written law which alters the memorandum, if any, subject to payment in the case of a copy of the memorandum, if any, and articles, of one currency point or such less sum as the company may prescribe and in the case of a copy of a written law, of a sum not exceeding the published price of the written law as the company may require.
2. (2) Where a company defaults in complying with this section, the company and every officer of the company who is in default is liable to a fine of twenty-five currency points for each default.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where an alteration is made in the memorandum, if any, of a company, every copy of the memorandum, if any, issued after the date of the alteration shall be in accordance with the alteration.
2. (2) Where an alteration has been made under section 41 and the company at any time after the date of the alteration issues any copies of the memorandum, if any, which are not in accordance with the alteration, the company is liable to a fine of twenty-five currency points for each copy issued and every officer of the company who is in default is liable to the same penalty.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) The subscribers to the memorandum, if any, of a company shall be taken to have agreed to become members of the company, and on its registration shall be entered as members in its register of members.
2. (2) A person who agrees to become a member of a company, and whose name is entered in its register of members shall be a member of the company.

1. (1) Except as otherwise provided in this section, a body corporate cannot be a member of a company which is its holding company and any allotment or transfer of shares in a company to its subsidiary is void.
2. (2) Nothing in this section shall apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary of it is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of business which includes the lending of money.
3. (3) This section shall not prevent a subsidiary which is, at the commencement of this Act, a member of its holding company, from continuing to be a member but, subject to subsection (2), the subsidiary shall have no right to vote at meetings of the holding company.
4. (4) Subject to subsection (2), subsections (1) and (3) shall apply in relation to a nominee for a body corporate which is a subsidiary, as if references in subsections (1) and (3) to such a body corporate include references to its nominee.
5. (5) In relation to a company limited by guarantee or unlimited which is a holding company, the reference in this section to shares, whether or not the company has a share capital, shall be construed as including a reference to the interest of its members as such, whatever the form of that interest.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (b) knows that it is carrying on business with only one member, is liable jointly and severally with the company for the payment of the company's debts contracted during the period or, as the case may be, that part of it.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) A company may make a contract, by execution under its common seal or on behalf of the company, by any person acting under its authority, express or implied.
2. (2) Contracts on behalf of a company may be made as follows-
3. (a) a contract which if made between private persons would by law be required to be in writing, signed by the parties to be charged with, may be made on behalf of the company in writing executed by any person acting under its authority, express or implied; or
4. (b) a contract which if made between private persons would by law be valid although made orally and not reduced into writing may be made orally on behalf of the company by any person acting under its authority, express or implied.
5. (3) A contract made according to this section shall be effectual in law and shall bind the company and its successors and all other parties to it.
6. (4) A contract made according to this section may be varied or discharged in the same manner in which it is authorised by this section to be made.

1. (1) The validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything contained in the company's memorandum, if any.
2. (2) A member of a company may bring proceedings to restrain the doing of an act which but for subsection (1) would be beyond the company's capacity; but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.
3. (3) The directors shall observe any limitations on their powers contained in the company's memorandum, and any action by the directors which but for subsection (1) would be beyond the company's capacity may only be ratified by the company by special resolution.
4. (4) A resolution ratifying the action under subsection (3) shall not affect any liability incurred by the directors or any other person and relief from the liability must be agreed to separately by a special resolution.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) The power of the board of directors to bind the company or authorise others to do so in favour of any person dealing with the company in good faith shall not be limited by the company's memorandum.
2. (2) For the purposes of subsection (1)-
3. (a) any person "deals with" a company if he or she is a party to any transaction or other act to which the company is a party; and
4. (b) any person shall be presumed to have acted in good faith unless the contrary is proved.
5. (3) The references in this section to limitations on the directors' power under the company's memorandum, if any, include limitations deriving from-
6. (a) a resolution of the company in a general meeting or a meeting of any class of shareholders; or
7. (b) any agreement between the members of the company or of any class of shareholders.
8. (4) Subsection (1) does not affect any right of a member of the company to bring proceedings to restrain the doing of an act which is beyond the powers of the directors; but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.

1 further item remain in the statutory text above.

1. A party to a transaction with a company is not bound to enquire whether it is permitted by the company's memorandum, if any, or as to any limitation on the powers of the board of directors to bind the company or authorise others to do so

1. (1) A contract which purports to be made on behalf of a company before the company is formed, has effect, as a contract made with the person purporting to act for the company.
2. (2) A company may adopt a pre-incorporation contract with its formation and registration made on its behalf without a need for novation.
3. (3) In all cases where the company adopts a pre-incorporation contract, the liability of the promoter of that company shall cease.

1. A document executed by a director and the secretary of a company or by two directors of a company and expressed to be executed by the company has the same effect as if executed under the common seal of the company

1. A bill of exchange or promissory note shall be taken to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of or by or on behalf or on account of the company by any person acting under its authority, express or implied

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) A company may, by writing under its common seal or a signature by any person acting under its authority empower any person, either generally or in respect of any specified matters as its attorney, to execute deeds on its behalf in any place not situated in Uganda.
2. (2) A deed signed by an attorney under subsection (1) on behalf of lhe company and under his or her seal shall bind the company and have the same effect as if it were under the common seal of the company.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) A company whose objects require or comprise the transaction of business beyond the limits of Uganda may, if authorised by its articles, have for use in any place outside Uganda, an official seal which shall take the form of an embossed metal die which shall be a facsimile of the common seal of the company, with the addition on its face of the name of every place where it is to be used.
2. (2) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company.
3. (3) A company having an official seal for use in a place referred to in subsection (1) may, by writing under its common seal, authorise any person appointed for the purpose in that place, to affix the official seal to any deed or other document to which the company is a party, in that place.
4. (4) The authority of any person appointed under subsection (3) shall, as between the company and any person dealing with that person, continue during the period, if any, mentioned in the instrument conferring the authority or if no period is mentioned, then until notice of the revocation or determination of that person's authority has been given to the person dealing with him or her.
5. (5) The person affixing an official seal under subsection (3) shall, by writing signed by him or her, certify on the deed or other instrument to which the seal is affixed, the date and place at which it is affixed.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company and need not be under its common seal

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (b) there has been delivered to the Registrar for registration a copy of the prospectus signed by every person who is named in it as a director or proposed director of the company or by his or her agent authorised in writing.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Whenever a private company limited by shares or a company limited by guarantee and having a share capital makes any allotment of its shares, the company shall, within sixty days thereafter, deliver to the Registrar for registration-
2. (a) a return of the allotments, stating the number and nominal amount of the shares comprised in the allotment, the names, addresses and descriptions of the allottees and the amount if any, paid or due and payable on each share; and
3. (b) in the case of shares allotted as fully or partly paid-up otherwise than in cash, a contract in writing constituting the title of the allottee to the allotment together with any contract of sale or for services or other consideration in respect of which that allotment was made such contract being duly stamped and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid-up and the consideration for which they have been allotted.
4. (2) Where a contract under subsection (1) is not reduced into writing, the company shall, within sixty days after the allotment, deliver to the Registrar for registration the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced into writing and those particulars shall be deemed to be an instrument within the meaning of the Stamp Duty Act and the Registrar may, as a condition of filing the particulars, require that the duty payable on it be determined under section 28 of that Act.
5. (3) Where default is made in complying with this section, every officer of the company who is in default is liable to a fine of twenty-five currency points and an additional fine of five currency points for every day during which the default continues.

1. (1) A company may pay a commission to any person in consideration of his or her subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company if-
2. (a) the payment of the commission is authorised by the articles;
3. (b) the commission paid or agreed to be paid does not exceed ten percent of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is less;
4. (c) the amount or rate percent of the commission paid or agreed to be paid is-
5. (i) in the case of shares offered to the public for subscription, disclosed in the prospectus; or
6. (ii) in the case of shares not offered to the public for subscription disclosed in the statement in lieu of prospectus or in a statement in the prescribed form signed in the same manner as a statement in lieu of prospectus and delivered before the payment of the commission to the Registrar for registration and, where a circular or notice, not being a prospectus, inviting subscription for the shares is issued also disclosed in that circular or notice; and
7. (d) the number of shares which persons have agreed for a commission to subscribe absolutely is disclosed in the manner described in paragraph (c).
8. (2) Except as provided in this section, a company shall not apply any of its shares or capital money either directly or indirectly in payment of any commission, discount or allowance to any person in consideration of his or her subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares of the company, or procuring or agreeing to procure subscriptions whether absolute or conditional for any shares in the company, whether the shares or money be so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money be paid out of the nominal purchase money or contract price, or otherwise.

3 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Subject to this section, a company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company, or, where the company is a subsidiary company in its holding company.
2. (2) Nothing in this section shall be taken to prohibit-
3. (a) the lending of money by the company; where the lending of money is part of the ordinary business of a company;
4. (b) the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase of, or subscription for, fully paid shares in the company or its holding company, being a purchase or subscription by trustees of or for shares to be held by or for the benefit of employees of the company including any director holding a salaried employment or office in the company;
5. (c) the making by a company of loans to persons, other than directors, in good faith in the employment of the company with a view to enabling those persons to purchase or subscribe for fully paid shares in the company or its holding company to be held by themselves by way of beneficial ownership; and
6. (d) the assistance is given in good faith in the interests of the company.
7. (3) This section does not prohibit-
8. (a) a distribution of a company's assets by way of dividend lawfully made or a distribution made in the course of the company's winding up;

13 further items remain in the statutory text above.

1. (1) In the case of a public company, financial assistance may only be given if the company has net assets which are not reduced by the financial assistance or, to the extent that those assets are reduced by the financial assistance, if the assistance is provided out of distributable profits.
2. (2) For the purposes of subsection (1)- "net assets" means the amount by which the aggregate of the company's assets exceeds the aggregate of its liabilities taking the amount of both assets and liabilities to be as stated in the company's accounting records immediately before the financial assistance is given; and "liabilities" includes any amount retained as reasonably necessary for the purpose of providing for any liability or loss which is either likely to be incurred or certain to be incurred but uncertain as to amount or as to the date on which it will arise.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A private company is not prohibited from giving financial assistance-
2. (a) for the acquisition of its shares; or
3. (b) for the acquisition of shares in another company where the acquisition of shares is in its holding company and-
4. (i) the holding company is a private company; and
5. (ii) giving the assistance complies with the requirements of sections 68 and 70.
6. (2) The financial assistance may only be given if the company has net assets which are not reduced by the financial assistance or, to the extent that they are reduced, if the assistance is provided out of distributable profits.
7. (3) A private company, which is a subsidiary company, shall not give financial assistance for the acquisition of shares in its holding company, where the subsidiary is also a subsidiary of a public company which is a subsidiary of the holding company in which the shares were or are to be acquired.
8. (4) Unless the company proposing to give the financial assistance is a wholly-owned subsidiary, the giving of financial assistance under this section shall be approved by special resolution of the company in a general meeting.

2 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called "the share premium account", and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the share premium account were paid-up share capital of the company.
2. (2) The share premium account may, notwithstanding anything in subsection (1), be applied by the company-
3. (a) in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares;
4. (b) in writing off the preliminary expenses of the company;
5. (c) in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; or
6. (d) in providing for the premium payable on redemption of any redeemable preference shares or of any debentures of the company.
7. (3) Where a company has before the commencement of this Act issued any shares at a premium, this section shall apply as if the share had been issued after the commencement of this Act.
8. (4) Any part of the premium which has been applied as referred to in subsection (3) that does not, at the commencement of this Act, form an identifiable part of the company's reserves within the meaning of Schedule 5 to this Act shall be disregarded in determining the sum to be included in the share premium account.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Subject to this section, a company may issue at a discount shares in the company of a class already issued, except that-
2. (a) the issue of the shares at a discount must be authorised by a resolution passed in a general meeting of the company and must be sanctioned by the court;
3. (b) the resolution must specify the maximum rate of the discount at which the shares are to be issued;
4. (c) not less than one year must at the date of the issue have elapsed since the date on which the company was entitled to commence business; and
5. (d) the shares to be issued at a discount must be issued within one month after the date on which the issue is sanctioned by the court or within such extended time as the court may allow.
6. (2) 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 and upon such application the court, if having regard to all the circumstances of the case, thinks it proper so to do, may make an order approving the issue on such terms and conditions as the court thinks fit.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Subject to this section, a company limited by shares may, if authorised by its articles, issue preference shares which are or at the option of the company are to be liable, to be redeemed.
2. (2) Subsection (1) is subject to the following-
3. (a) shares shall not be redeemed except out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;
4. (b) the shares shall not be redeemed unless they are fully paid;
5. (c) the premium, if any, payable on redemption, must have been provided for out of the profits of the company or out of the company's share premium account before the shares are redeemed; and
6. (d) where shares are redeemed under this section otherwise than out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend be transferred to a reserve fund to be called "the capital redemption reserve fund", a sum equal to the nominal amount of the shares redeemed and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the capital redemption reserve fund were paid-up share capital of the company.
7. (3) Subject to this section, the redemption of preference shares under this section may be effected on the terms and in the manner provided by the articles of the company.
8. (4) The redemption of preference shares under this section by a company shall not be taken as reducing the amount of the company's authorised share capital.

3 further items remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A company, if so authorised by its articles, may do any one or more of the following things-
2. (a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares;
3. (b) accept from any member the whole or a part of the amount remaining unpaid on any shares held by him or her, although no part of that amount has been called up; or
4. (c) pay dividends in proportion to the amount paid-up on each share where a larger amount is paid-up on some shares than on others.
5. (2) A company shall not pay a dividend or make any other distribution to its members except out of profits available for that purpose.
6. (3) For the purposes of this section, a company's profits available for the payment of a dividend or other distribution are its accumulated, realised profits, so far as not previously utilised by distribution or capitalisation, less its accumulated, realised losses, so far as not previously written off in a reduction or re-organisation of capital duly made.
7. (4) In determining whether a company has profits available for the payment of a dividend or other distribution, the directors of the company shall rely upon the accounts of the company which the directors reasonably believe have been prepared in accordance with generally accepted accounting principles consistently applied.
8. (5) In case of a wilful or negligent contravention of this section, the directors under whose administration the contravention happened shall be jointly and severally liable, at any time within six years after paying the unlawful dividend or other distribution to its members, to the company and to the company's creditors upon its dissolution or insolvency, to the full amount of the dividend or other distribution unlawfully paid.

1 further item remain in the statutory text above.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) A limited liability company may by special resolution determine that any portion of its capital, which has not been called up shall not be capable of being called up, except where the company is being wound up and for the purposes of winding up.
2. (2) Where a special resolution has been passed under subsection (1), the share capital to which the resolution relates shall not be capable of being called except where the company is being wound up and for the purposes of the winding up.

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.

1. (1) A company limited by shares or a company limited by guarantee and having a share capital, if authorised by its articles, may alter the conditions of its memorandum, if any, by-
2. (a) increasing its share capital by new shares of such amount as it thinks expedient;
3. (b) consolidating and dividing all or any of its share capital into shares of larger amount than its existing shares;
4. (c) converting all or any of its paid-up shares into stock and reconverting that stock into paid up shares of any denominations;
5. (d) subdividing its shares or any of them into shares of smaller amount than is fixed by the memorandum, if any, except that in the subdivision the proportion between the amount paid and the amount unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or
6. (e) cancelling shares which, at the date of the passing of the relevant resolution, have not been taken or agreed to be taken by any person and diminishing the amount of its share capital by the amount of the shares cancelled.
7. (2) The powers conferred by this section shall be exercised by the company in a general meeting.
8. (3) A cancellation of shares under this section shall not be taken to be a reduction of share capital within the meaning of this Act.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where a company having a share capital has-
2. (a) consolidated and divided its share capital into shares of a larger amount than its existing shares;
3. (b) converted any shares into stock;
4. (c) reconverted stock into shares;
5. (d) subdivided its shares or any of them or redeemed any redeemable preference shares; or
6. (e) cancelled any shares, otherwise than in connection with a reduction of a share capital under section 74, it shall, within thirty days after doing so, give notice of the decision to the Registrar specifying the shares consolidated, divided, converted, subdivided, redeemed or cancelled or the stock reconverted.
7. (2) Where default is made in complying with this section, the company and every officer of the company who is in default are liable to a default fine of twenty-five currency points.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where a company having a share capital, whether its shares have or have not been converted into stock, has increased its share capital beyond the registered capital, it shall, within thirty days after the passing of the resolution authorising the increase, give the Registrar notice of the increase and the Registrar shall record the increase.
2. (2) A notice under subsection (1) shall include such particulars as may be prescribed with respect to the classes of shares affected and the conditions subject to which the new shares have been or are to be issued and there shall be forwarded to the Registrar together with the notice, a printed copy of the resolution authorising the increase.
3. (3) Where default is made in complying with this section, the company and every officer of the company who is in default are liable to a default fine of twenty-five currency points.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (b) provide that a specified portion of its uncalled share capital shall not be capable of being called up except where the company is being wound up and for the purpose of the winding up.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a lengthened period, the company may pay interest on so much of that share capital as is for the time being paid-up for the period and subject to the conditions and restrictions in this section mentioned, and may charge the sum so paid by way of interest to capital as part of the cost of construction of the work or building or the provision of plant.
2. (2) Subsection (1) is subject to the following-
3. (a) payment shall not be made unless it is authorised by the articles or by a special resolution;
4. (b) the payment whether authorised by the articles or by a special resolution shall not be made without the previous approval of the Registrar;
5. (c) before approving the payment the Registrar may, at the expense of the company, appoint any person to inquire and report to him or her as to the circumstances of the case and may, before making the appointment, require the company to give security for the payment of the costs of the inquiry;
6. (d) the payment shall be made only for a period determined by the Registrar, and that period shall not extend beyond the close of the half-year next after the half-year during which the works or buildings have been actually completed or the plant provided;
7. (e) the rate of interest shall not exceed five percent per year or such other rate as the Minister may, for the time being by regulations, prescribe; and
8. (f) the payment of the interest shall not operate as a reduction of the amount paid-up on the shares in respect of which it is paid.

No judgment in the current Wakilii corpus expressly cites this section. Bare rule-number references are not assigned where the Order cannot be verified.

1. (1) Subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if authorised by its articles, by special resolution, reduce its share capital in any way, and, in particular, without prejudice to the generality of the foregoing power, may-
2. (a) extinguish or reduce the liability on any of its shares in respect of share capital not paid-up;
3. (b) with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or
4. (c) with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the requirement of the company, and may, if and so far as is necessary, alter its memorandum, if any, by reducing the amount of its share capital and of its shares accordingly.
5. (2) A special resolution under this section is, in this Act, referred to as a "resolution for reducing share capital".

Citing judgments are indexed, but no express interpretive proposition has yet passed the passage-verification threshold. Open Judicial treatment for the citing passages.