Section 184 CAMA 2020
Acquisition by a company of its own shares
(1) A limited liability company may purchase its own shares including redeemable shares provided that—
(a) a company may only purchase its own shares if so permitted by its articles ;
(b) the shareholders shall, by special resolution, approve the acquisition by the company of the shares that it intends to purchase ;
(c) only fully paid up shares of a company may be purchased by the company, and the terms of purchase shall provide for payment for the purchase ;
(d) within seven days after the passing of the special resolution referred to in paragraph (b), the company shall cause to be published in two national newspapers, a notice of the proposed purchase by the company of its own shares ;
(e) within 15 days after the publication in two national newspapers, the directors of the company shall make and file with the Commission, a statutory declaration of solvency, to the effect that the company is solvent and can pay its debts as they fall due, and that after the purchase of its shares, the company shall remain solvent and can pay its debts as they fall due ;
(f ) a company may not under this section purchase its shares if, as a result of the purchase, there would no longer be any issued shares of the company other than redeemable shares or shares held as treasury shares.
(2) Within a period of six weeks following the publication in two national newspapers, any of the company’s creditors may make an application to the Court for an order cancelling the resolution and a dissenting shareholder who did not vote in favour of the share buyback shall also have the right to seek an order of court cancelling the resolution.
(3) The ability of the company to proceed with the share buyback shall depend on the order of the court, where applicable.
(4) For the purpose of determining a company’s creditors under this section, service providers whose fees are not yet due shall be excluded.
(5) Where a company holds shares as treasury shares, the company shall be entered in the register of members as the member holding those shares.
