Companies Act, 2019 (Act 992)

Section 210 - Register of holdings of directors

(1) A company shall keep a register showing, in respect of each director of the company,

(a) the number and description of shares in the company or an associated company; and

(b) the amount of the debentures of the company or an associated company of which that director is the holder or in which that director has, directly or indirectly, a beneficial interest or right to acquire, or of which that director has an option to buy or sell.

(2) Despite subsection (1), the register need not include shares in a body corporate which is the wholly owned subsidiary of another body corporate.

(3) The nature and extent of the interest of a director in the shares or debentures recorded in relation to that director in the register shall, if the director so requires, be indicated in the register.

(4) Where the shares or debentures fail to be or cease to be recorded in the register in relation to a director by reason of a transaction entered into after the commencement of this Act, and while that director is a director, the register shall also show the date of, and the price or any other consideration for the transaction; and where there is an interval between the agreement for that transaction and the completion of the transaction, the date shown shall be that of the agreement.

(5) The register shall be kept at the same place as the register of members maintained in accordance with section 35, and shall be open to inspection during business hours, subject to the reasonable restrictions that the constitution of that company may impose, by a member or debenture holder or a former member or debenture holder or by the auditor of the company or by the Registrar.

(6) Not less than two hours in each day, other than a Saturday, a Sunday or a public holiday, shall be allowed for inspection.

(7) The register shall be produced at the commencement of a general meeting of the company and remain open and accessible during the continuance of the meeting to a person attending the meeting.

(8) A director of the company shall give notice to the company of the matters relating to that director that may be necessary for the purposes of complying with subsections (1) and (4).

(9) The notice shall be in writing and shall be given within twenty-eight days after the commencement of this Act and within twenty-eight days after the occurrence of a transaction which requires recording.

(10) If the notice is not given at a meeting of directors, the director who should have given it shall take reasonable steps to secure that the notice is brought up and read at the next meeting of directors after the notice is given.

(11) Where a director fails to comply with subsections (8), (9) and (10), that director is liable to pay to the Registrar,

(a) an administrative penalty of five hundred penalty units; and

(b) five hundred penalty units for each day that the failure occurs.

(12) Where a person fails to comply with subsection (1), (4), (5), (6) or (7), the company and every officer of the company that is in default is liable to pay to the Registrar, an administrative penalty of five hundred penalty units and if an inspection required under subsections (5) and (7) is refused, the Court may by order compel an immediate inspection of the register.

(13) The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon enquiry as to, the right of a person in relation to any shares and debentures.

(14) For the purposes of this section, a director is beneficially interested in shares or debentures if a body corporate holds the shares or debentures, or has a right in or over the shares or debentures, and that body corporate or the directors of that body corporate are accustomed to act in accordance with those directions or instructions of the director, or that director is entitled to exercise or control the exercise of one-third or more of the voting power at a general meeting of that body corporate.

Reproduced for reference only - this is not legal advice. Legislation can be amended or repealed; verify the current authoritative text with official sources before relying on it. Report a content issue.