Shares under CAMA 2020: sections 138 to 190
Chapter 8 covers what shares are and carry, how they are issued and allotted, and the later rules on calls, transfers and buybacks.
Chapter 8 of Part B has 53 sections. Every section is listed below with its title.
Guides in this chapter
- Issuing and allotting shares under CAMA 2020: pre-emption, premium and discountSections 138 to 153 cover what shares carry, who gets the first offer of new shares, how allotment works and what happens to improper issues.ss. 138-153
- Returns of allotment, calls and paying for shares under CAMA 2020Sections 154 to 163 cover the return of allotment, commissions on shares, calls on unpaid shares and paying for shares other than in cash.ss. 154-163
- Share liens, forfeiture, class rights and share certificates under CAMA 2020Sections 164 to 174 cover the company’s lien, forfeiture, varying class rights, preference share votes and share certificates.ss. 164-174
- Transferring shares, transmission and share buybacks under CAMA 2020Sections 175 to 190 cover transfers, transmission on death, redeeming preference shares, the financial assistance ban and buybacks.ss. 175-190
Key rules in this chapter
- Each share carries one vote, and non-voting and weighted shares are prohibited (section 140).
- In a private company, new shares must first be offered to existing shareholders, who have 21 days to accept (section 142, as amended in 2023).
- Issuing shares at a discount is unlawful (section 146).
- A call cannot exceed one quarter of the nominal value and needs 14 days’ notice (section 158).
- A company can buy back only fully paid shares, and cannot hold more than 15% of a class as treasury shares (sections 184 and 187).
- Share certificates must be ready within two months of allotment (section 171).
Previous: Chapter 7: Share capitalNext: Chapter 9: Debentures
Source: the Companies and Allied Matters Act 2020 as published in the Official Gazette.