Section 127 Companies and Allied Matters Act 2020

Section 127 Companies and Allied Matters Act is about Increase of issued share capital and notice of increase. It is under Chapter 7 (Share Capital) of PART B (Incorporation of Companies and Incidental Matters) of the Act.

(1) A company having a share capital, may in general meeting and not otherwise,
increase its issued share capital by the allotment of new shares of such amount as it considers expedient.

(2) Where a company increased its share capital, it shall, within 15 days after the
passing of the resolution authorising the increase, give to the Commission notice
of the increase and the Commission shall record the increase.

(3) Where, in connection with the increase of shares, any approval is required to be obtained under any enactment other than this Act, the company shall give notice of that fact to the Commission within 15 days after the passing of the resolution authorising the increase, together with an affidavit sworn to by a director of the company to that effect, and upon receipt of the notice and affidavit by the Commission, the period of 15 days stated in subsection (2) is deemed extended, for a period terminating no later than 10 days after receipt of the approval is required to be obtained by the company under an enactment other than this Act.

(4) If the company has not obtained the required approval under an enactment other than this Act within 48 days of the date on which it notified the Commission under subsection (3), the company shall file another notice and affidavit to that effect with the Commission, and shall do so for every successive period of 48 days that elapses after the date on which it first notified the Commission under subsection (3).

(5) If the Company fails to obtain the approval that is required to be obtained under an enactment other than this Act within nine months from the date on which it first notified the Commission under subsection (3), the resolution increasing the company’s issued share capital becomes null and void.

(6) The notice to be given under this section includes the particulars prescribed with respect to the classes of shares affected and the condition subject to which the new shares have been or are to be issued and the notice shall be accompanied by a printed copy of the resolution authorising the increase.

(7) If default is made in complying with the provisions of this section, the company in default is liable to such fine as the Commission may prescribe by regulation for every day during which the default continues.

(8) Where a company increases its share capital, it shall be by an ordinary resolution and shall amend its memorandum and articles of association to reflect the new issued share capital.

[/membership]