Companies Act, 1973 (Act No. 61 of 1973)Chapter V: Share capital, Acquisition by Companies of own Shares, Shares, Allotment and Issue of Shares, Members and Register of Members, Debentures, Transfers, and Restrictions on Offering Shares for SaleShare capital82. Issue price of shares of no par value requiring special resolution |
| 1) | No company shall issue shares having no par value of a class already issued at a price lower than an amount arrived at by dividing that part of the stated capital contributed by already issued shares of that class, by the number of issued shares of that class, unless the issue price of such shares is authorised by a special resolution of the company. |
| 2) | The notice convening the meeting for the purpose of passing the special resolution referred to in subsection (1) shall be accompanied by a report by the directors setting out the reasons for the proposed lower issue price. |
| 3) | A special resolution under subsection (1) shall not be capable of being registered in the Companies Registration Office unless the copy thereof lodged with the Registrar is accompanied by a copy of the report by the directors referred to in subsection (2). |
| 4) | This section shall not apply where the issue of shares is in pursuance of an offer for subscription to all existing members in proportion to their shareholdings, whether with or without the right to renounce in favour of other persons. |