Part VII: Capital of the Company
Chapter 1: Securities and Transactions Therein
Article A: Freedom to Diversify
285. A company may have shares, debentures or other securities, each of which may have different rights attached.
Freedom to diversify
Article B: Registered Share Capital
286. The general meeting may increase the registered share capital of a company in classes of shares, as it may determine.
Increasing registered share capital
287. The general meeting may cancel unalloted registered share capital, provided that the company is under no obligation, including a conditional obligation, to allot such shares.
Cancellation of registered share capital
Article C: Issue of Securities
288. The board of directors may issue shares and other securities, convertible into or realizable as shares, up to the limit of the company’s registered share capital; for this purpose, convertible securities or securities realizable as shares shall be considered to have been converted or realized on the date of issue.
Authority to issue shares and convertible securities
289. (a) The board of directors may resolve to issue a series of debentures within the scope of its power to borrow on behalf of the company, and within the bounds of such power.
(b) The provisions of subsection (a) shall not negate the power of the general manager, or a person authorized by him for such purpose, from borrowing on behalf of the company, from issuing single debentures, promissory notes or bills of exchange, within the bounds of his power to do so.
Power to issue debentures
290. (a) In a private company, the issued capital of which contains one class of shares, shares shall be offered to each shareholder in accordance with the proportion of each shareholder’s holding of the issued share capital; the board of directors may offer another person the shares that a shareholder refused to purchase or did not accept a tender offer before the final date fixed for such in the offer, unless otherwise prescribed in the articles of association.
(b) A company incorporated prior to the commencement of this Law which in its articles of association has contracted out of article (4) of the Second Schedule to the Companies Ordinance, as it was worded immediately prior to the commencement of this Law, shall be considered to have contracted out of subsection (a) in its articles of association.
Entitlement to participate in future allotments
291. A company shall not allot a share the consideration for which, in whole or in part, is not paid up in cash, unless the consideration for the share is specified in a written document.
Allotment other than in return for cash
292. A private company must, within fourteen days of an allotment of shares, provide the Registrar with the following documents:
(1) a report, in the form prescribed by the Minister, specifying the details of the allotment;
(2) in allotments to which the provisions of section 291 apply – a copy of the document as referred to in that section.