Section 86 CAMA 2020
Section 86 Companies and Allied Matters Act is about Duties and liabilities of a promoter. It is under Chapter 4 (Promoters) of PART B (Incorporation of Companies and Incidental Matters) of the Act.
Duties and liabilities of a promoter
(1) A promoter stands in a fiduciary relationship to the company and shall observe utmost good faith towards the company in any transaction with it or on its behalf and shall compensate the company for any loss suffered by reason of his failure to do so.
(2) A promoter, who acquires any property or information in circumstances in which it was his duty as a fiduciary to acquire it on behalf of the company, shall account to the company for such property and for any profit which he may have made from the use of such property or information.
(3) Any transaction between a promoter and the company may be rescinded by the company unless, after full disclosure of all material facts known to the promoter, such transaction shall have been entered into or ratified on behalf of the company by —
(a) the company’s board of directors independent of the promoter ;
(b) all the members of the company ; or
(c) the company at a general meeting at which neither the promoter nor the holders of any share in which he is beneficially interested shall vote on the resolution to enter into or ratify that transaction.
(4) No period of limitation shall apply to any proceeding brought by the company to enforce any of its rights under this section but in any such proceeding the Court may relieve a promoter in whole or in part and on such terms as it deems fit from liability if in all the circumstances, including lapse of time, the Court deems it equitable to do so.
