Section 182 CAMA 2020

Section 182 Companies and Allied Matters Act is about Redemption of redeemable preference shares. It is under Transactions By Company In Respect Of Its Own Shares of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Redemption of redeemable preference shares

(1) The provisions of this section apply with respect to the redemption by a company of any redeemable preference share issued by it under section 147.

(2) The shares are not redeemed unless they are fully paid, and redemption shall be made only out of—
(a) profits of the company which would otherwise be available for dividend ; or
(b) the proceeds of a fresh issue of shares made for the purposes of the redemption.

(3) Before the shares are redeemed, the premium, if any, payable on redemption, shall be provided for out of the profits of the company or out of the company’s share premium account.

(4) Where shares are redeemed 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 account”, 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.

(5) Subject to the provisions of this section, the redemption of preference shares may be effected on such terms and in such manner as are provided by the articles of the company or in the terms of issue of the relevant preference shares.

(6) The redemption of preference shares under this section by a company shall not be taken as reducing the amount of the company’s share capital.

(7) The capital redemption reserve fund may, notwithstanding anything in this section, be applied by the company in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares.

(8) Any redeemable share issued by a company is regarded as a preference share and the provisions of this Act with respect to preference shares shall apply to all redeemable shares.

Section 181 CAMA 2020

Section 176 Companies and Allied Matters Act is about Certification of transfers. It is under Transfer And Transmission of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Certification of transfers

(1) When the holder of any share of a company wishes to transfer to any person only a part of the shares represented by one or more certificates, the instrument of transfer together with the relevant certificates shall be delivered to the company with a request that the instrument of transfer be recognised and registered and a certificate of transfer shall include a certificate issued in electronic form.

(2) A company to which a request is made under subsection (1), may recognise the instrument of transfer by endorsing on it the words, “certificate lodged” or words to the like effect.

(3) The recognition by a company of any instrument of transfer of shares in the company shall be taken as a representation by the company to any person acting on the faith of the recognition that there have been produced to the company such documents as on the face of them show a prima facie title to the shares in the transferor named in the instrument of transfer, but not as a representation that the transferor has any title to the shares.

(4) Where any person acts on the faith of a false recognition by a company made negligently, the company shall be under the same liability to that person as if the recognition has been made fraudulently.

(5) For the purposes of this section—
(a) an instrument of transfer is deemed to be recognised if it bears the words, “certificate lodged” or words to the like effect ;

(b) the recognition of an instrument of transfer is deemed to be made by a company if—
(i) the person issuing the instrument is a person authorised to issue certificated instruments of transfers on the company’s behalf, and
(ii) the recognition is signed by a person authorised to recognise transfers of shares on the company’s behalf or by any officer or servant either of the company or of a body corporate so authorised ; and

(c) a recognition is deemed to be signed by any person if—
(i) it purports to be authenticated by his signature or initials (whether handwritten or not), and
(ii) it is not shown that the signature or initials was or were placed there by any person other than him or a person authorised to use the signature or initials for the purpose of transfers on the company’s behalf.

Section 180 CAMA 2020

Section 180 Companies and Allied Matters Act is about Protection of beneficiaries. It is under Transfer And Transmission of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Protection of beneficiaries

(1) Any person claiming to be interested in any share, dividend or interest on them, may protect his interest by serving on the company concerned a notice of his interest.

(2) The company shall enter, on the register of members, the fact that such notice has been served and shall not register any transfer or make any payment or return in respect of the shares contrary to the terms of the notice until the expiration of 42 days’ notice to the claimant to the proposed transfer or payment.

(3) In the event of any default by the company in complying with this section, the company shall compensate any person injured by the default.

Section 179 CAMA 2020

Section 179 Companies and Allied Matters Act is about Transmission of shares. It is under Transfer And Transmission of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Transmission of shares

(1) In case of the death of a member, the survivor or survivors where the deceased was a joint holder, or the legal personal representative of the deceased where he was a sole holder, is the only person recognised by the company as having any title to his interest in the shares, but nothing in this section shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

(2) Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may be required by the directors and subject to this section, elect either to be registered himself as holder of the share, or to have a person nominated by him registered as the transferee of the share, but the company shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.

(3) If the person becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects, and if he elects to have another person registered, he shall testify his election by executing to that person a transfer of the share in the prescribed form.

(4) All the limitations, restrictions and provisions of this Act and the company’s articles relating to the rights to transfer and the registration of transfers of share, are applicable to any such notice or transfer as mentioned in subsection (3) as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

(5) A person becoming entitled to a share by reason of the death or bankruptcy of the holder, is entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he is not, unless the articles otherwise provide, before being registered as a member in respect of the share, entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:

Provided that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 days, the directors may thereafter withhold payment of all dividends, bonuses or other money payable in respect of the share until the requirements of the notice have been complied with.

Section 178 CAMA 2020

Section 178 Companies and Allied Matters Act is about Transfer by personal representative. It is under Transfer And Transmission of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Transfer by personal representative

A transfer of the share or other interest of a deceased member of a company made by his personal representative is, although the personal representative is not himself a member of the company, as valid as if he had been such a member at the time of the execution of the instrument of transfer.

Section 177 CAMA 2020

Section 176 Companies and Allied Matters Act is about Notice of refusal to register. It is under Transfer And Transmission of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Notice of refusal to register

(1) If a company refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with it, send notice of the refusal to the transferee.

(2) If default is made in complying with this section, the company and each officer of the company is liable to such penalty as the Commission shall specify in the regulation.

Section 176 CAMA 2020

Section 176 Companies and Allied Matters Act is about Entry in register of transfers. It is under Transfer And Transmission of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Entry in register of transfers

(1) On the application of the transferor of any share or interest in a company, the company shall enter, in its register of members, the name of the transferee in the same conditions as if the application for the entry were made by the transferee, and register of transfer includes electronic register of transfer.

(2) Until the name of the transferee is entered in the register of members in respect of the transferred shares, the transferor is, so far as it concerns the company, deemed to remain the holder of the shares.

(3) The company may refuse to register the transfer of a share (not being a fully paid share) to a person of whom they do not approve, and may also refuse to register the transfer of a share on which the company has a lien.

(4) The company may refuse to recognise any instrument of transfer unless—
(a) a fee, as the company may determine, is paid to the company in respect of the instrument ;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer ; and
(c) the instrument of transfer is in respect of only one class of shares.

Section 175 CAMA 2020

Section 175 Companies and Allied Matters Act is about Transfer of shares. It is under Transfer And Transmission of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Transfer of shares

(1) The transfer of a company’s shares shall be by instrument of transfer and except as expressly provided in the articles, transfer of shares shall be without restrictions, and instruments of transfer shall include electronic instrument of transfer.

(2) Notwithstanding anything in the articles of a company, a company shall not register a transfer of shares in the company, unless a proper instrument of transfer has been delivered to the company :
Provided that nothing in this section shall prejudice any power of the company to register as shareholder, any person to whom the right to any share in the company has been transmitted by operation of law.

(3) The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor is deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect of the share.

(4) Subject to any restrictions of a company’s articles as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the directors may approve.

Section 174 CAMA 2020

Section 174 Companies and Allied Matters Act is about Prohibition of bearer shares. It is under Share Certificates of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Prohibition of bearer shares

(1) No company has the power to issue bearer shares.

(2) For the purposes of this Act, a “bearer share” means a share which is represented by a certificate, warrant or other document (in any form or by whatever name called) which states or indicates that the bearer of the certificate is the owner of the shares.

Section 173 CAMA 2020

Section 173 Companies and Allied Matters Act is about Probate, etc., as evidence of grant. It is under Share Certificates of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Probate, etc., as evidence of grant

The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, or confirmation as executor, of a deceased person having been granted to some person, shall be accepted by the company as sufficient evidence of the grant, notwithstanding anything in its articles to the contrary.