Section 262 CAMA 2020
Section 262 Companies and Allied Matters Act is about Registration and copies of certain resolutions. It is under Chapter 10 (Meetings and Proceedings of Companies) of the Act.
(1) Subject to section 51 (7) (b) of this Act, a printed copy of every resolution or agreement to which this section applies shall, within 15 days after the passing or making of the resolution or agreement, be forwarded to the Commission.
(2) Where, pursuant to the provisions of sections 49-52 of this Act, a company by special resolution alters the provisions of its memorandum and the Commission is satisfied that the alteration is not in compliance with the applicable provisions of those sections, it may refuse to file a copy of the resolution in its records and shall notify the company, and any person aggrieved by the refusal may appeal to the court within 21 days from the receipt of the notification.
(3) A copy of every such resolution or agreement shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or making of the agreement.
(4) This section applies to—
(a) special resolutions ;
(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective, unless they had been passed as special resolution ;
(c) resolutions or agreements which have been agreed to by all the members of any class of shareholders but which, if not so agreed to, would not have been effective, unless they had been passed by some particular majority or in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members ; and
(d) resolutions requiring a company to be wound up voluntarily, passed
under section 620 (1) (a) of this Act.
(5) If a company fails to comply with subsection (1), the company and each officer of the company are liable to a penalty in such amount as the Commission shall specify in its regulations.
(6) If a company fails to comply with subsection (3), the company and each officer of the company are liable to a penalty for each copy in respect of which default is made in such amount as the Commission shall specify in its regulations.
(7) For the purposes of subsections (5) and (6), a liquidator is deemed to be an officer of the company.
