Law library · Sierra Leone · The Companies Act, 2009
Section 122, The Companies Act, 2009
In forceThe Companies Act, 2009, Sierra Leone
(1) Every company shall, within 3 months after theallotment of any of its shares and within 3 months after the date on
which transfer of any shares is lodged with the company, complete
and have ready for delivery the certificates of all shares allotted or
transferred, unless the conditions of issue of the shares otherwise
provide.
(2) Every person whose name is entered as a member in
the register of members shall be entitled without payment to receive,
within 3 months of allotment or lodgement of transfer or within such
other period as the conditions of issue shall provide one certificate
for all his shares or several certificates each for one or more of his
shares upon payment of a fee as the directors shall, from time to time,
determine.
(3) Every certificate issued by a company shall be under
the company’s seal and shall specify the shares to which it relates
and the amount paid up on them; but in respect of shares held jointly
by several persons, the company shall not be bound to issue more
than one certificate, and delivery of a certificate for shares to one of
several joint holders shall be sufficient delivery to all such holders.
(4) If a share certificate is defaced, lost or destroyed, it
may be replaced on such terms (if any), as to evidence and indemnity
and the payment of the expenses of the company of investigating
evidence as the directors think fit.
(5) If any company on which a notice has been served
requiring it to make good any default in complying with the provisions
of subsection (1) fails to make good the default within 10 days after
the service of the notice, the court may, on the application of the
person entitled to have the certificate delivered to him, make an order
directing the company and any officer of the company to make good
the default within such time as may be specified in the order; and
such order may provide that all costs of and incidental to the
application shall be borne by the company or by any officer of the
company responsible for the default.
(6) If default is made in complying with this section, the
guilty of an offence and be liable to a fine of Le500,000 for each day
during which the default continues.
Issue of share
certificates.
Shares to be
numbered.
84 85
(7) In this section, “transfer” means a transfer duly
stamped and otherwise valid but, does not include a transfer which
under this Act, a company is for any reason entitled to refuse to, and
does not, register.
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