(2) If, because of the happening or likely happening of any fact, matter or circumstance, a Company’s name is, has become, or is reasonably likely to become, misleading, deceptive or conflicting with another name (including an existing name of another Company or Recognised Company), the Company must change its name within 30 days or, if the Registrar agrees to a longer period, that longer period.
(3) Contravention of this section is punishable by a fine.
(1) A Company must not change its name otherwise than by Special Resolution or by other means provided for by the Company’s Articles of Association and must not change its name to a name that is not acceptable to the Registrar.
(2) If a Company changes its name in accordance with subsection (1), the Company must file the accompanying notice or a statement that the change of name has been made by the means provided for by the Company’s Articles of Association with the Registrar within 14 days after the day the change is made.
(3) Contravention of subsection (1) or (2) is punishable by a fine.
(4) If a Company changes its name and complies with subsection (2) in relation to the change, the Registrar must, as soon as practicable:
(a) enter the new name in the Register in place of the former name; and
(b) issue a certificate of name change showing the previous name and the new name of the Company.
(5) The change of name takes effect on the day the Registrar issues the certificate of name change.
(6) The change of name does not:
(a) affect any rights or obligations of the Company; or
(b) render defective any legal proceedings by or against it.
(7) Any legal proceedings that could have been commenced or continued against the Company under its former name may be commenced or continued against it under its new name.
(8) A Company may obtain the prior approval of the Registrar to the new name before the name is changed.
23. Power to require change of name
(1) Without limiting section 21 (Prohibition against misleading, deceptive or conflicting names), if, in the opinion of the Registrar, the name by which a Company is registered is, has become, or is reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another Company), or otherwise undesirable, the Registrar may direct the Company to change it.
(2) The Registrar must comply with the Decision-making Procedures in deciding whether to give a direction under subsection (1).
(3) A Company must comply with a direction given by the Registrar under subsection (1) within 30 days after the date specified in the direction unless the Registrar allows a longer period to comply with the direction.
(4) Contravention of subsection (3) is punishable by a fine.
24. Registered office and conduct of business
(1) A Company must, at all times, have a registered office in the AIFC to which all communications and notices to the Company may be addressed.
(2) A Document may be served on a Company by leaving it at, or sending it by post to, the registered office of the Company in the AIFC.
(3) A Company must conduct its principal business activity in the AIFC, unless the Registrar otherwise permits.
(3-1) A Company may change the address of its registered office by giving notice to the Registrar. The change takes effect upon the notice being registered by the Registrar.
(4) Contravention of subsection (1) or (3) is punishable by a fine.
25. Particulars in Company communications
(1) A Company must ensure that its name, and the address of its registered office, appears in legible characters in all its letterheads, receipts, order forms and other correspondence (relevant communications of the Company).
(2) A Company must not include any Registered Details of the Company in its relevant communications if the information provided is false or misleading. Any reference to the amount of the Company’s share capital included in relevant communications of the Company must be to the Company’s fully Paid-up share capital.
(3) Contravention of this section is punishable by a fine.
(1) Annual return must be filed with the Registrar by:
(a) A Public Company;
(b) a Private Company with an annual turnover of more than U.S. $500,000 or an average of more than 20 Shareholders during the year for which the annual return is being prepared; or
(c) a Private Company which has not made an election under section 26-1 (Annual confirmation of accuracy of information in the register).
(1-1) A Company which is subject to subsection (1) must, within 6 months of the end of each financial year, or other date the Registrar considers appropriate, file with the Registrar an annual return containing:
(a) its financial statements for the last financial year for which the Company’s accounts have been prepared; and
(b) a statement, for each class of Shares in the Company, setting out either:
(і) the name and address of each Shareholder who, on the filing date, held not less than 5% of the allotted Shares of that class and the number of Shares of that class held by the Shareholder, together with the number of Shareholders each of whom, on that date, held less than 5% of the allotted Shares of that class and the total number of Shares held by them; or
(ii) the name and address of every Shareholder who, on the filing date, held any Shares of that class and the number of Shares of that class held by the Shareholder; and
(c) the particulars mentioned in section 13(4)(j) (Formation of companies) for each Director and, if applicable, the Secretary; and
(d) if Shares are held by the Company as treasury Shares—the entry required by section 62(8)(a) (Treasury Shares); and
(e) the other information, and declarations, (if any) required by the Rules.
(2) The annual return must be accompanied by the filing fee prescribed by the Rules from time to time.
(2-1) A Shareholder may request a Company to provide a copy of an annual return of the Company to the Shareholder. If the Shareholder pays the reasonable fee (if any) that the Company requires, the Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Shareholder a written copy of the annual return or make a written copy of the annual return available for the Shareholder at the Company’s registered office.
(3) A Person may request a Public Company to provide a copy of an annual return of the Public Company to the Person. If the Person pays the reasonable fee (if any) that the Public Company requires, the Public Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Person a written copy of the annual return or make a written copy of the annual return available for the Person at the Public Company’s registered office.
(4) Contravention of subsection (1), (2-1) or (3) is punishable by a fine.
26-1. Annual confirmation of accuracy of information in the register
(1) A Private Company which is not subject to section 26 (1)(b) may make an election in Writing to file an annual confirmation statement instead of an annual return.
(2) The Private Company which files the annual confirmation statement must, before the end of the period of 14 days after the end of each review period, deliver to the Registrar:
(a) such information as is necessary to ensure that the Private Company is able to make the statement referred to in paragraph (b); and
(b) a statement (a «confirmation statement») confirming that all information required to be delivered by the Private Company to the Registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either:
(і) has been delivered, or
(ii) is being delivered at the same time as the confirmation statement.
(3) The following duties require notification in Writing:
(a) the duty to give notice of a change in the address of the Private Company's registered office;
(b) the duty to give notice of a change in the Shareholders or in particulars required to be included in the Register of Shareholders;
(c) the duty to give notice of a change in the Directors or in particulars required to be included in the Register of Directors;
(d) in the case of a Private Company with a Secretary, the duty to give notice of a change in the Secretary or joint Secretaries or in particulars required to be included in the Register of Secretaries;
(e) the duty to give notice of a change in the Nominee Directors or in particulars required to be included in the Register of Nominee Directors;
(f) the duty to give notice of a change in the UBO Details in relation to each of its Ultimate Beneficial Owners in the Register of Ultimate Beneficial Owners;
(g) in the case of a Private Company which keeps any company records at a place other than its registered office, any duty under these Regulations to give notice of a change in the address of that place;
(h) the duty to notify a change in the Private Company's principal business activities;
(і) the duty to give notice of a change in number of Shares held by the Private Company as treasury Shares;
(j) the duty to give notice of a change in other information (if any) required by the Regulations and Rules.
(4) In this section:
confirmation period
(a) in relation to a Private Company's first confirmation statement, means the period beginning with the day of the Private Company's incorporation and ending with the date specified in the statement («the confirmation date»);
(b) in relation to any other confirmation statement of a Private Company, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned.
(5) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned.
(6) For the purposes of this section, each of the following is a review period:
(a) the period of 12 months beginning with the day of the company's incorporation;
(b) each period of 12 months beginning with the day after the end of the previous review period.
(7) Where a Private Company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date.
(8) For the purpose of making a confirmation statement, a Private Company is entitled to assume that any information has been properly delivered to the Registrar if it has been delivered within the period of 5 days ending with the date on which the statement is delivered.
(9) Subsection (8) does not apply in a case where the Private Company has received notice from the Registrar that such information has not been properly delivered.
(10) The confirmation statement must be accompanied by the filing fee prescribed by the Rules from time to time.
(11) A Shareholder may request a Private Company to provide a copy of a confirmation statement of the Private Company to the Shareholder. If the Shareholder pays the reasonable fee (if any) that the Private Company requires, the Private Company must, within 10 days after the day the request is received or the day any required payment is made (whichever is later), either give the Shareholder a written copy of the confirmation statement or make a written copy of the confirmation statement available for the Shareholder at the Private Company’s registered office.
(12) Contravention of this section is punishable by a fine.
(1) This section applies to Records that a Company is required to keep under these Regulations and the Rules.
(2) The Company may keep the Records in the form of a bound or loose-leaf book, or photographic film, or may enter or record the Records by a system of mechanical or electronic data processing or any other medium that is capable of reproducing any required information in intelligible written form within a reasonable time.
(3) The Company must take reasonable precautions:
(a) to prevent the loss or destruction of Records; and
(b) to prevent the falsification of entries in them; and
(c) to facilitate the detection and correction of inaccuracies in them.
(3) If any Records are kept otherwise than in intelligible written form, any duty imposed on the Company under these Regulations and the Rules to allow inspection and copying of, or to require the giving or production of, information or Documents is to be treated as a duty to allow inspection and copying of, or to require the giving or production of, information or Documents in intelligible written form.
28. Filing of Special Resolutions and certain other Resolutions and agreements affecting a Company's Constitutional Documents
(1) This section applies to the following Resolutions and agreements in relation to a Company’s Constitutional Documents:
(a) any Special Resolution;
(b) any Ordinary Resolution or agreement agreed to by all the Shareholders of the Company that, if not agreed to by all the Shareholders, would not have been effective for its purpose, unless passed as a Special Resolution;
(c) any Ordinary Resolution or agreement agreed to by all the Shareholders of a class of Shares that, if not agreed to by all those Shareholders, would not have been effective for its purpose, unless passed by some particular majority or otherwise in some particular way;
(d) any Ordinary Resolution or agreement that effectively binds all the Shareholders of a class of Shares, although not agreed to by all those Shareholders.
(2) A reference in subsection (1) to the Shareholders of a Company, or to the Shareholders of class of Shares in a Company, does not include a reference to the Company itself if the Company is a Shareholder, or a Shareholder of that class of Shares, only because it holds Shares as treasury Shares.
(3) A Company must file a written copy of every Resolution or agreement to which this section applies or, if a Resolution or agreement is not in Writing, a written memorandum setting out its terms with the Registrar within 15 days after the day it is passed or made.
(4) Contravention of subsection (3) is punishable by a fine.
PART 5: CORPORATE CAPACITY AND TRANSACTIONS
29. Capacity of Company
(1) A Company has the capacity, rights and privileges of a natural person.
(2) The validity of an act done by a Company must not be called into question on the ground of lack of capacity because of anything in its Articles of Association.
(3) Without limiting subsection (2), a Person acting in good faith in dealing with the Company is not affected by any limitations in its Articles of Association relating to its Directors’ powers to bind the Company or authorise another Person to bind the Company.
A Person acting under the express or implied authority of a Company may make, vary, revoke or discharge a contract, or sign an instrument, on behalf of the Company in the same way as if the contract were made, varied, revoked or discharged, or the instrument signed, by a natural person.
31. Pre-incorporation contracts
(1) A contract that purports to be made by or on behalf of a Company before its incorporation has effect as a contract made with the Person purporting to act for or on behalf of the Company, and that Person is personally liable on the contract and entitled to the benefits of the contract unless subsection (2) applies.
(2) The Company may, within the period specified in the contract or, if no period is specified, within a reasonable time after the Company is incorporated, adopt the contract by act or conduct signifying its intention to be bound by the contract. If the Company adopts the contract:
(a) the Company is bound by the terms of the contract and is entitled to its benefits; and
(b) the Person who purported to act for or on behalf of the Company before its incorporation ceases to be bound by the contract or to be entitled to its benefits.
32. Participation in Holding Company
(1) A Body Corporate cannot be a Shareholder of a Company that is its Holding Company, unless subsection (2) applies. An Allotment or transfer of Shares in a Company to its Subsidiary is void, except to the extent otherwise provided in this section.
(2) If a Subsidiary is, when it becomes a Subsidiary, a Shareholder of its Holding Company, the Subsidiary may continue to be a Shareholder of its Holding Company for 1 year after the day it becomes a Subsidiary, if either:
(a) both of the following subparagraphs are satisfied:
(і) it has no right to vote at meetings of the Holding Company or a class of its Shareholders;
(ii) it does not acquire further Shares in the Holding Company except on an Allotment of Shares to all Shareholders, in proportion to the number of Shares held by the Shareholders immediately before the Allotment, by way of bonus issue; or
(b) it is a Shareholder in its Holding Company only as a Personal Representative or trustee.
(3) Subsection (1) also applies to a nominee acting on behalf of the Subsidiary as if the nominee were the Subsidiary itself.
33. Variation or abrogation of class rights
(1) This section applies to a variation or abrogation of the rights attached to a class of Shares in a Company.
(2) If the Articles of Association of the Company, or the terms of issue of the relevant Shares, make provision for the variation or abrogation, the rights may only be varied or abrogated in accordance with the provision made for the variation or abrogation.
(3) If the Articles of Association of the Company, and the terms of issue of the relevant Shares, do not make provision for the variation or abrogation, the rights may only be varied or abrogated:
(a) with the Written consent of the holders in the aggregate of at least 75% of the nominal value of the Shares of that class; or
(b) by a Special Resolution passed at a separate meeting of the holders of Shares of that class approving the variation or abrogation.
(4) For this section, any amendment of a provision of the Articles of Association of the Company for the variation or abrogation of the rights attached to the class of Shares, or the insertion of any such provision into the Articles of Association, is taken to be a variation or abrogation of the rights.
34. Shareholders’ right to object to variation or abrogation
(1) This section applies if the rights attached to any class of Shares in a Company are varied or abrogated under section 33 (Variation or abrogation of class rights).
(2) The holders in the aggregate of at least 15% of the nominal value of the Shares of that class who did not consent to, or vote in favour of the Special Resolution for, the variation or abrogation may apply to the Court to have the variation or abrogation cancelled on the ground that the variation or abrogation would unfairly prejudice the interests of holders of Shares of that class.
(3) The application must be made to the Court within 28 days after:
(a) if the rights were varied or abrogated under section 33(2)—the day the rights were varied or abrogated; or
(b) if the rights were varied or abrogated under section 33(3)(a)—the day the consent required by that paragraph was given; or
(c) if the rights were varied or abrogated under section 33(3)(b)—the day the Special Resolution was passed under that paragraph.
(4) The application may be made on behalf of the holders of Shares entitled to make it by 1or more of them appointed in Writing.
(5) Within 7 days after the day the application in made to the Court, the applicants must give Written notice of the application to the Registrar.
(6) If an application is made to the Court in accordance with this section, the variation or abrogation has no effect (and, if the variation or variation has taken effect before the application is made, is taken never to have taken effect) unless and until it is confirmed by the Court.
(7) If, after hearing the applicant and any other Persons who appear to the Court to be interested in the application, the Court is satisfied that this section has been complied with in relation to the application and that the variation or abrogation would unfairly prejudice the interests of the holders of Shares of the class, the Court may disallow the variation or abrogation. If the Court is not so satisfied, the Court must confirm the variation or abrogation.
PART 7: PRIVATE COMPANIES AND PUBLIC COMPANIES
CHAPTER 1-FEATURES OF A COMPANY
35. Limited Liability
(1) The Liability of a Shareholder of a Company is limited to the amount (if any) that remains unpaid on the Shares held by the Shareholder.
(2) A reference to a Private Company or a Public Company includes a reference to a Company Limited by Shares incorporated in accordance with the AIFC Rules on Registration and Recognition of the Astana International Financial Centre Participants 2017.
36. Requirements for Public and Private Companies
(1) A Private Company must:
(a) have at least 1 Shareholder; and
(b) not be a Public Company.
(2) A Public Company:
(a) is not prohibited under section 50 (Prohibition of public offers by Private Companies) from making an offer of its Securities to the Public; and
(b) must have the share capital required by section 43 (Minimum share capital); and
(c) must have at least 1 Shareholder, but may otherwise have any number of Shareholders.
(1) A Private Company must use only the name of the Company entered in the Register, and must ensure that, whenever it uses that name, the name is immediately followed by the word ‘Limited’ or the abbreviation ‘Ltd.’.
(2) Contravention of this section is punishable by a fine.
(1) A Public Company must use only the name of the Company entered in the Register and must ensure that, whenever it uses that name, the name is immediately followed by the words ‘Public Limited Company’ or the abbreviation ‘PLC’ or ‘plc’.
(2) Contravention of this section is punishable by a fine.
CHAPTER 2-ALTERATION OF COMPANY TYPE
39. Re-registration of Public Company as Private Company
(1) A Public Company may be re-registered as a Private Company if:
(a) a Special Resolution that it should be so re-registered is passed; and
(b) either:
(і) no application has been made under subsection (2); or
(ii) an application has been made subsection (2) and an order has been made by the Court confirming the Special Resolution; and
(c) an application for re-registration is delivered to the Registrar that includes, or is accompanied by:
(і) a statement of the Company’s proposed name on re-registration; and
(ii) a copy of the Special Resolution that the Company be re-registered as a Private Company; and
(iii) a copy of the Articles of Association as proposed to be amended; and
(iv) a written legal opinion from the Company’s external legal adviser stating that the proposed amendments of the Articles of Association comply with the requirements of these Regulations and any other applicable AIFC Regulations and AIFC Rules.
(2) The holders of not less in the aggregate than 5% of the nominal value of the Shares, or not fewer than 10 Shareholders, of the Company who did not vote in favour of the Special Resolution may apply to the Court, within 28 days after the day the Resolution is passed, to have the Resolution set aside on the ground that their interests would be unfairly prejudiced if the Resolution were not set aside.
(3) If an application is made to the Court under subsection (2), the Court may:
(a) dismiss it, if no grounds are found that the rights of Persons making the application are adversely affected; or
(b) confirm the Special Resolution; or
(c) impose conditions that need to be met before the Company can be registered as a Private Company; or
(d) set the Special Resolution aside.
(4) If an application is made to the Court under subsection (2), the Registrar must not re-Register the Public Company as a Private Company, until the application has been finally dealt with by the Court.
(5) If the Registrar is satisfied that the Company meets the requirements under this section to be re-registered as a Private Company, the Registrar must re-register the Company accordingly. If the Registrar re-registers the Company, the Registrar must issue an appropriate certificate of conversion that states the date that the certificate was issued.
(6) On issue of the certificate of conversion, the Company becomes a Private Company and the proposed changes in the Company’s name and Articles of Association, as included in or accompanying its application for re-registration, take effect.
40. Re-registration of Private Company as Public Company
(1) A Private Company may be re-registered as a Public Company if:
(a) a Special Resolution that it should be so re-registered is passed; and
(b) it has a share capital that meets the share capital requirements under section 43 (Minimum share capital) for a Public Company; and
(c) the requirements under subsection (2) and, if applicable, the requirements under subsection (3) are met; and
(d) an application for re-registration is delivered to the Registrar that includes or is accompanied by:
(і) a statement of the Company’s proposed name on re-registration; and
(ii) a copy of the Special Resolution that the Company be re-registered as a Public Company; and
(iii) a copy of the Articles of Association as proposed to be amended; and
(iv) if subsection (3) applies, a copy of the relevant valuation report required under section 46 (Non-cash consideration for Shares in Public Company); and
(v) a written legal opinion from the Company’s external legal adviser stating that the proposed amendments to the Articles of Association comply with the requirements of these Regulations, the Rules and all other applicable AIFC Regulations and AIFC Rules.
(2) Before applying to re-register as a Public Company, the Company must obtain:
(a) a balance sheet prepared as at a date (the balance sheet date) not more than 7 months before the day the application is delivered to the Registrar; and
(b) an unqualified report by the Company’s auditors that the balance sheet has been prepared in accordance with the accounting principles or standards prescribed by the Rules or otherwise approved by the Registrar; and
(c) a Written statement by the Company’s auditors that, in their opinion, the amount of the Company’s net assets at the balance sheet date was not less than the aggregate of the Company’s share capital and its reserves.
(3) If Shares are allotted by the Company in the period between the balance sheet date and the passing of the Special Resolution that the Company be re-registered as a Public Company, and the Shares are Paid-up otherwise than in cash, the Company must (unless the Allotment is in connection with a Share exchange) comply with the requirements of section 46 (Non-cash consideration for Shares in Public Company) in respect of the Allotment.
(4) For this section, Shares are allotted by a Company in connection with a Share exchange if:
(a) the consideration for the Allotment is the transfer of Shares in another Body Corporate or the cancellation of Shares in another Body Corporate, and the Allotment is open to all holders (or all of a particular class of holders) of Shares in the other Body Corporate; or
(b) there is a proposed merger with another Body Corporate under which the Company proposes to acquire all the assets and Liabilities of the other Body Corporate in exchange for the issue of its Shares or other Securities to the shareholders or members of the other Body Corporate.
(5) If the Registrar is satisfied that a Private Company that has applied under this section to be re-registered as a Public Company meets the requirements to be re-registered as a Public Company, the Registrar must re-register the Company accordingly. If the Registrar re-registers the Company, the Registrar must issue an appropriate certificate of conversion that states the date that the certificate was issued.
(6) On issue of the certificate of conversion, the Company becomes a Public Company and the proposed changes in the Company’s name and Articles of Association, as included in or accompanying its application for re-registration, take effect.
(7) In this section:
auditor means a Person who is registered by the Registrar as an auditor under these Regulations.
CHAPTER 3-SHAREHOLDERS AND SHARES GENERALLY
41. Shareholders
(1) The Incorporators of a Company are taken to have agreed to become Shareholders of the Company and, on the registration of the Company, must be entered as Shareholders in the Company’s Register of Shareholders.
(2) A Person other than an Incorporator may become a Shareholder in the Company by:
(a) agreeing to become a Shareholder in the Company; and
(b) acquiring a Share in the Company; and
(c) having the Person’s name entered in the Company’s Register of Shareholders.
(1) Subject to the Articles of Association and the terms of their issue, each Share must:
(a) give the right to vote at a meeting of the Company; and
(b) represent a proportionate interest in the Company; and
(c) rank, if fully Paid-up, in all respects equally with each other Share of the same class of Shares in the Company.
(2) Subject to section 54 (Transfer and registration of Shares and Debt Securities), the Shares or other interests of a Shareholder of a Company are transferable in the way provided in its Articles of Association.
(3) A Company may create different classes of Shares to the extent permitted by its Articles of Association.
(1) Each Share in a Company must have a fixed nominal value. A Share may not be allotted by a Company at less than its nominal value. An Allotment of a Share that does not have a fixed nominal value, or is allotted at less than its nominal value, is void.
(2) A Private Company must have no minimum share capital.
(3) A Public Company:
(a) must have an allotted share capital (excluding treasury Shares) of no less than U.S. $100,000 at any time; and
(b) must not allot a Share except as Paid-up at least as to 1/4 of its nominal value.
(4) Subsection (3)(b) does not apply to Shares allotted under an Employee Share Scheme.
44. Alteration of share capital
(1) A Company may, by Resolution, alter its share capital, unless the alteration is prohibited by its Articles of Association or results in the Company not having the share capital required by section 43 (Minimum share capital).
(2) A Company may:
(a) increase its share capital by creating new Shares of an existing class with the same nominal value, or a new class of Shares of the nominal value it considers appropriate; or
(b) consolidate and divide its share capital (whether allotted or not) into Shares representing a larger nominal value than their existing nominal value; or
(c) subdivide its Shares, or any of them, into Shares representing a smaller nominal value than their existing nominal value, if the proportion between the amount paid and the amount unpaid (if any) on each subdivided Share is the same as it was for the Share from which the sub-divided Share was derived.
(3) A Company must not alter its share capital:
(a) otherwise than by Resolution or decision of the board of Directors subject to subsection (5) below; or
(b) if the alteration, or any alteration of its share capital, is prohibited by its Articles of Association; or
(c) if the alteration would result in the Company not having the share capital required by section 43 (Minimum share capital).
(4) Contravention of subsection (3) is punishable by a fine
(5) Subject to section 48 (Shareholders’ pre-emption rights), the board of Directors of a Company may, if authorised by the Articles of Association or Resolution, exercise a power of the Company:
(a) to allot and issue Shares; or
(b) to grant rights to subscribe for or convert any Securities into Shares.
45. Non-cash consideration for Shares in Private Company
(1) A Private Company must not, except as provided under subsection (2), allot Shares as Paid-up (in part or in full) other than for cash consideration.
(2) If a Private Company allots Shares for consideration other than cash, the board of Directors of the Company must:
(a) determine the reasonable cash value of the consideration for the Shares; and
(b) resolve that, in its opinion, the consideration for the Shares is fair and reasonable to the Company and to all existing Shareholders; and
(c) resolve that, in its opinion, the present cash value of the consideration to be provided for the Shares is not less than the nominal value to be credited for the issue of the Shares; and
(d) submit a copy of the relevant resolutions to the Registrar along with the notice of the Allotment.
(3) The resolutions required under subsection (2) must describe the consideration in sufficient detail and the present cash value of the consideration, as determined by the board of Directors, and the basis of the board’s valuation.
(4) This section does not apply to:
(a) the Allotment of Shares in a Company on the conversion of any convertible Securities; or
(b) the exercise of an option to acquire Shares in a Company; or
(c) the Allotment of Shares that are fully Paid-up from the reserves of a Company to all Shareholders in proportion to the number of Shares held by each Shareholder; or
(d) the consolidation and division, or subdivision, of Shares, or any class of Shares, in a Company in accordance with section 44(2)(b) (Alternation of share capital).
46. Non-cash consideration for Shares in Public Company
(1) A Public Company must not allot Shares as Paid-up (in part or in full) cash unless:
(a) the Company has obtained an independent valuation of the consideration in accordance with this section not earlier than 6 months before it allots the Shares; and
(b) a copy of the valuation report has been given to the proposed allottee; and
(c) copies of the valuation report and the relevant resolutions of the board of Directors have been given to the Registrar along with the notice of the Allotment
(2) A Public Company must not accept, in part or full payment for its Shares or any premium on them, an undertaking given by a Person that the Person or another Person is to undertake work or provide services for the Company or any other Person, unless the work is to be undertaken or the services provided within 5 years after the date of Allotment of the Shares.
(3) Subsections (1) and (2) do not apply to:
(a) the Allotment of Shares in a Company in connection with a Share exchange; or
(b) the Allotment of Shares in a Company in connection with a proposed merger with another Body Corporate; or
(c) the Allotment of Shares in a Company on the conversion of any convertible Securities; or
(d) the exercise of an option to acquire Shares in a Company; or
(e) the Allotment of Shares that are fully Paid-up from the reserves of a Company to all Shareholders in proportion to the number of Shares held by each Shareholder; or
(f) the consolidation and division, or subdivision, of Shares, or any class of Shares, in a Company in proportion to the Shares or the Shares in that class.