Section 355 CAMA 2020

Section 355 Companies and Allied Matters Act is about Powers of the Court to make orders in petitions under sections 353 and 354. It is under Chapter 13 (Protection of minority against illegal and oppressive conduct action by or against the company) of the Act.

(1) If the Court is satisfied that a petition under sections 353 and354 is well founded, it may make such order or orders as it deems fit for giving relief in respect of the matter complained of.

(2) Without prejudice to the generality of subsection (1), the Court may make an order—

(a) that the company be wound up ;

(b) for regulating the conduct of the affairs of the company in future ;

(c) for the purchase of the shares of any member by other members ofthe company ;

(d) for the purchase of the shares of any member by the company and for the reduction accordingly of the company’s capital ;

(e) directing the company to institute, prosecute, defend or discontinue specific proceedings, or authorising a member or the company to institute,prosecute, defend or discontinue specific proceedings in the name or on behalf of the company ;

(f ) varying or setting aside a transaction or contract to which the company is a party and compensating the company or any other party to the transaction or contract ;

(g) directing an investigation to be made by the Commission ;

(h) appointing a receiver or a receiver and manager of property of the company ;

(i) restraining a person from engaging in specific conduct or from doing a specific act or thing ; or

(j) requiring a person to do a specific act or thing.

(3) Where an order that a company be wound up is made under this section, the provisions of this Act relating to winding-up of companies shall apply, with such modifications as are necessary, as if the order had been made upon an application duly filed in the Court by the company.

(4) Where an order under this section makes any alteration or addition to the memorandum or articles of a company, notwithstanding anything in any other provision of this Act, but subject to the provisions of the order, the company does not have power, without the leave of the Court, to make any further alteration or addition to the memorandum and articles inconsistent with the provisions of the order but, subject to this subsection, the alteration or addition shall have effect as if it had been made by a resolution of the company.

(5) A certified true copy of an order made under this section altering or giving leave to alter a company’s memorandum or articles shall, within 14days from the making of the order or such longer period as the Court may allow, be delivered by the company to the Commission for registration, and if the company defaults in so complying, the company and each officer of it are liable to a penalty as the Commission shall specify in its regulations.