51. Issue of shares

Official English translation. The Sinhala text prevails. Open the official Sinhala text, official PDF on documents.gov.lk

(1)

Subject to the provisions of sections 52 and 53

and the company’s articles, the board of a company may issue such shares to such persons as it considers appropriate.

(2)

If the shares issued confer rights other than those set out in subsection (2) of section 49 or impose any obligation on the holder, the board shall approve terms of issue which will set out the rights and obligations attached to those shares.

(3)

Terms of issue approved by the board under subsection (2) —

(a)

shall be consistent with the articles of the company, and to the extent that they are not so consistent, are invalid and of no effect ;

(b)

are deemed to form part of the articles, and may be amended in accordance with section 15.

(4)

Within twenty working days of the issue of any shares under this section, the company shall —

(a)

give notice to the Registrar in the prescribed form of—

(i)

the number of shares issued;

(ii)

the amount of the consideration for which the shares have been issued or its value as determined by the board under subsection (2)

of section 58; and

(iii)

the amount of the company’s stated capital following the issue of the shares;

(b)

deliver to the Registrar a copy of any terms of issue approved under subsection (2).

(5)

Where a company fails to comply with requirements of subsection (4)—

(a)

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

(b)

every officer of the company who is in default shall be guilty of an offence and be liable on conviction to a fine not exceeding fifty thousand rupees.

Read on from s 52

Part V