Law library · Sierra Leone · The Companies Act, 2009
Section 182, The Companies Act, 2009
In forceThe Companies Act, 2009, Sierra Leone
(1) Every company shall, within 60 days after the allotmentof any of its debentures or after the registration of the transfer of any
debentures deliver to the registered holder thereof, the debenture or
a certificate of the debenture stock under the common seal of the
(2) If a debenture or debenture stock certificate is defaced,
lost or destroyed, the company at the request of the registered holder
of the debenture, shall issue a certified copy of the debenture or
renew the debenture stock certificate on payment of a fee not
exceeding Le 5,000 and on such terms as to evidence and indemnity
and the payment of the company’s out-of-pocket expenses of
investigating evidence as the company may reasonably require.
Delivery of
debentures or
certificate of
stock.
Remedies
available to
130 131
(3) If default is made in complying with this section, the
company and any officer of the company who is in default shall be
liable to a fine not exceeding Le3,000,000 and on application by any
person entitled to have the debentures or debenture stock certificate
delivered to him, the court may order the company to deliver the
debenture or debenture stock certificate and may require the company
and such officer to bear all the costs of and incidental to the
application.
(4) Every debenture shall include a statement on the
following matters:–
(a) the principal amount borrowed;
(b) the maximum discount which may be allowed
on the issue or re-issue of the debentures,
and the maximum premium at which the
debentures may be made redeemable;
(c) the rate of and the dates on which interest on
the debentures issued shall be paid and the
manner in which payment shall be made;
(d) the date on which the principal amount shall
be repaid or the manner in which redemption
shall be effected, whether by the payment of
instalments of principal or otherwise;
(e) in the case of convertible debentures, the date
and terms on which the debentures may be
converted into shares and the amounts which
may be credited as paid up on those shares,
and the dates and terms on which the holders
may exercise any right to subscribe for shares
in right of the debentures held by them;
(f) the charges securing the debenture and the
conditions subject to which the debenture
shall take effect.
(5) Statements made in debenture or debenture stock
certificates shall be prima facie evidence of the title to the debentures
of the person named therein as the registered holder and of the
amounts secured thereby.
(6) If any person changes his position to his detriment in
reliance in good faith on the continued accuracy of any statements
made in the debenture or debenture stock certificate, the company
shall be estopped in favour of such person from denying the continued
accuracy of such statements and shall compensate such person for
any loss suffered by him in reliance thereon and which he would not
have suffered had the statement been or continued to be accurate.
(7) Nothing in subsection (6) shall derogate from any
right the company may have to be indemnified by any other person.
(8) A contract with a company to take up and pay for any
debentures of the company may be enforced by a decree for specific
performance.
(9) If any person obtains an order for the appointment of
a receiver or manager of the property of a company or appoints such
a receiver or manager under any power contained in any instrument,
he shall, within 7 days from the date of the order or of the appointment
under the power, give notice of the fact to the Commission; and the
Commission shall, on the payment of the prescribed fee enter the fact
in the register of charges.
(10) Where any person appointed a receiver or manager
of the property of a company under any power contained in any
instrument ceases to act as a receiver or manager, he shall, on so
ceasing, give the Commission notice to that effect; and the
Commission shall enter the notice in the register of charges.
132 133
PART IX–MEETINGS AND PROCEEDINGS
Statutory meetings
Read the whole lawDownload PDFAsk Tima what this means
Check the current official version before relying on this text. MiLAWYER shares legal information, not legal advice.