Section 72 - Legality of dividend payments

(1) Except in a winding up, a company shall not pay a dividend to the shareholders of the company or, except in accordance with sections 78 to 82 make a return or distribution of any of the assets of the company to the shareholders of the company unless, the company has complied with the distribution test.

(2) Where a payment, return or distribution is made in contravention of this section,

(a) every director of the company who is in default is jointly and severally liable to restore to the company the total amount of money by which the payment, return or distribution contravenes this section, with interest on that amount at the yearly interest rate of the ninety-one day government treasury bill;

(b) unless, within twelve months after the date of the payment, return or distribution, the total amount of money with interest on the payment, return or distribution is restored to the company by the directors in accordance with paragraph (a) of this subsection, every shareholder is liable to restore to the company, the amount of money received by the shareholder in contravention of this section; and

(c) if the directors of the company make a restoration to the company in accordance with paragraph (a) of this subsection, they shall have a right to be indemnified by a shareholder who has received an amount of money knowing that it contravenes this section to the extent of the amount received by the shareholder with interest on that account at the yearly interest rate of the ninety-one day government treasury bill.

(3) A shareholder, an officer or a creditor of the company or the Registrar may apply to the Court for an injunction restraining a company from paying a dividend or from making a return or distribution in contravention of this section or for an order for restoration in accordance with subsection (2).

(4) An application by a shareholder or creditor shall be made in a representative capacity on behalf of the shareholder or the creditor and the other shareholders or creditors of the company and section 205 shall apply.

(5) In relation to public companies, paragraph (b) of subsection (2) shall be modified as stated in section 320.