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As enacted
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Part VII · Management and Administration Registered Office

217. Restrictions on loans to directors

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

Subject to the provisions of section 31, and subsection (2) of this section, a company shall not—

(a)

give a loan to a director of the company or of a related company; or

(b)

enter into any guarantee or provide any security in connection with a loan made by any person to a director of the company or of a related company.

(2)

The provisions of subsection (1) shall not prevent a company from—

(a)

giving a loan to a director, where the aggregate of the amounts advanced to the director by the company does not exceed twenty-five thousand rupees or such higher sum as may be prescribed by the Minister from time to time, on the recommendation of the Advisory Commission constituted under Part XIX of this Act ;

(b)

giving a loan to a related company or entering into a guarantee or providing security in connection with a loan given by any person to a related company;

(c)

providing a director with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him to perform his duties as an officer of the company; or

(d)

giving a loan in the ordinary course of the business of lending money, where that business is carried on by the company.

(3)

Where any loan is given in contravention of the provisions of subsection (1), the loan shall be voidable at the option of the company and the loan shall be immediately repayable upon being avoided by the company, notwithstanding the terms of any agreement relating to the loan.

(4)

Where a transaction other than giving a loan to a director is entered into by a company in contravention of subsection (1)—

(a)

the director shall be liable to indemnify the company for any loss or damage resulting from the transaction;

and

(b)

the transaction shall be voidable at the option of the company, unless —

(i)

the company has been indemnified under paragraph (a) for any loss or damage suffered by it; or

(ii)

any rights acquired by a person other than the director in good faith and for value, without actual notice of the circumstances giving rise to the breach of this section, would be affected by its avoidance.

(5)

Where a company fails to comply with the provisions of subsection (1) —

(a)

the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two hundred thousand rupees; and

(b)

every director of the company who authorises or permits the company to enter into the relevant transaction, shall be guilty of an offence and be liable on conviction to a fine not exceeding one hundred thousand rupees.

Part VIII

Amalgamations

Part IX

Compromises with Creditors

Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

Part XI

Provisions Relating to Offshore Companies

Part XII

Winding Up

Part XIII

Administrators Appointment of Administrator

Part XIV

Floating Charges

Part XV

Receivers and Managers

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Part XVII

Application of Act to Existing Companies

Part XVIII

Overseas Companies

Part XIX

Advisory Commission

Part XX

Companies Disputes Board

Part XXI

Offences Miscellaneous Offences

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Part XXIII

Repeals and Amendments

Schedules