Section 342 CAMA 2020

Section 342 Companies and Allied Matters Act is about Procedure for major asset transaction. It is under Chapter 13 (Protection of minority against illegal and oppressive conduct action by or against the company) of the Act.

(1) For the purposes of this section, “major asset transaction”means a transaction or related series of transactions which includes the—

(a) purchase or other acquisition outside the usual course of the company’s business ; and

(b) sale or other transfer outside the usual course of the company’s business, of the company’s property or other rights the value of which, on the date of the company’s decision to complete the transaction, is 50% or more of the book value of the company’s assets based on the company’s most recently compiled balance sheet.

(2) In undertaking a major asset transaction—

(a) the board of directors of the company shall recommend the transaction and direct that it be submitted for approval to an annual or extraordinary general meeting of members ;

(b) notice of the transaction, stating that a purpose of the meeting is to consider the transaction and including a summary of the transaction and of the recommendation of the board of directors on the transaction, shall begiven to all members entitled to notice of or to attend the meeting or to vote on the transaction ; and

(c) at the meeting the members shall approve the transaction by a special resolution, unless the company’s memorandum of association provides for its approval by an ordinary resolution, in which case it is approved by an ordinary resolution.