BCL – L1 – Q71 – Prohibited Share Transactions

(a). State the various prohibited transactions in shares as provided by section 58 of Act 992.

(b). Under what circumstances will the provision of financial assistance by a company for the purchase of its shares be permitted?

(a). Section 58 of Act 992: “Except as provided in this section, a company shall not:

a. Alter the number of its shares or the amount remaining payable on those shares,

b. Release a shareholder or former shareholder from liability on the shares.

c. Provide financial assistance, directly or indirectly, for the subscription or purchase of its shares or the shares of its holding company (The prohibition on financial assistance affirms the rule in Trevor v. Whitworth where it was held that such restriction on limited companies was necessary to protect the interest of the public who may become creditors).

d. Acquire, by way of purchase or otherwise, any of its issued shares or any shares of its holding company”.

(b).

Section 60 made exceptions to 58:

  1. Commission or brokerage for subscription for shares if authorized by the Constitutions—not exceeding 10% of the price of shares.
  2. Lending money as part of its ordinary business to a customer who uses the funds to purchase its shares.
  3. Provision of money pursuant to any scheme for the time being in force for share purchase for the benefits of persons genuinely in employment including salaried directors.
  4. The company may make loans to persons other than directors in the genuine employment.
  5. The use of lawful dividend by a shareholder to discharge any liability on his shares.