Companies Act · 2021 Revised Edition · Part · Share Capital and Debentures Prospectus
50. Power to issue shares at discount
Official textFrom Attorney General's Chambers, unchanged
Subject as provided in this section, it shall be lawful for a company to issue, at a discount, shares in the company of a class already issued:
Provided that -
the issue of the shares at a discount must be authorised by resolution passed in general meeting of the company, and must be sanctioned by the Court;
@)
the resolution must specify the maximum rate of discount at which the shares are to be issued;
at the date of the issue, not less than one year must have elapsed since the date on which the company was entitled to commence business; and
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.
Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the Court for an order sanctioning the issue and on any such application the Court, if having regard to all the circumstances of the case, it thinks proper to do so, may make an order sanctioning the issue on such terms and conditions as it thinks fit.
Every prospectus relating to the issue of the shares and every balance sheet issued by the company subsequently to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as has not been written off at the date of the issue of the document in question. If default is made in complying with this subsection, the company and every officer of the company who is in default is guilty of an offence and liable on conviction to a default fine.
prospectus
"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;
Companies
CAP. 39 67
MISCELLANEOUS PROVISIONS AS TO SHARE CAPITAL
share
"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
Terms defined in this Act
balance sheet
Defined · s 120A"balance sheet", in relation to a company, means the balance sheet, -. by whatever name called, prepared in accordance with the Accounting Standards;
default fine
Defined · s 2"default fine" means a default fine within the meaning of section 3 14;
document
Defined · s 2"document" includes summons, notice, order, and other legal process, and registers;
officer
Defined · s 2"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
prospectus
Defined · s 2"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;
share
Defined · s 2"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
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Management and Administration Registered Office and Name
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Part 9
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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