Companies Act 2007 · As enacted · 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.
Official translationFrom Department of Government Printing, unchanged
Subject to the provisions of section 31, and subsection (2) of this section, a company shall not—
give a loan to a director of the company or of a related company; or
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.
The provisions of subsection (1) shall not prevent a company from—
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 ;
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;
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
giving a loan in the ordinary course of the business of lending money, where that business is carried on by the company.
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.
Where a transaction other than giving a loan to a director is entered into by a company in contravention of subsection (1)—
the director shall be liable to indemnify the company for any loss or damage resulting from the transaction;
and
the transaction shall be voidable at the option of the company, unless —
the company has been indemnified under paragraph (a) for any loss or damage suffered by it; or
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.
Where a company fails to comply with the provisions of subsection (1) —
the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two hundred thousand rupees; and
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