Section 137 CAMA 2020
Section 137 Companies and Allied Matters Act is about Duty of directors on serious loss of capital. It is under Miscellaneous Matters Relating to Capital of Chapter 7 of PART B (Incorporation of Companies and Incidental Matters) of the Act.
Duty of directors on serious loss of capital
(1) Where the net assets of a public company are half or less of its called-up share capital, the directors shall, not later than 30 days from the earliest day on which that fact is known to a director of the company, duly convene an extraordinary general meeting of the company, for a day not later than 60 days from that day for the purpose of considering whether any, and if so, what steps should be taken to deal with the situation.
(2) If there is a failure to convene an extraordinary general meeting as required by subsection (1), each of the directors of the company who—
(a) allows the failure, or
(b) after the expiry of the period during which that meeting should have been convened, allows the failure to continue, is liable to such fines as the Commission shall specify by regulation.
(3) Nothing in this section authorises the consideration, at a meeting convened in pursuance of subsection (1), of any matter which could have been considered at that meeting apart from this section.
