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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

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