(1)A company may pay a commission to any person in consideration of-(a)his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in, or debentures of, the company, or(b)his procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in, or debentures of, the company, if the following conditions are fulfilled, namely:-(i)the payment of the commission is authorised by the articles;(ii)the commission paid or agreed to be paid does not exceed in the case of shares, five per cent of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is less, and in the case of debentures, two and a half per cent. of the price at which the debentures are issued or the amount or rate authorised by the articles, whichever is less;(iii)the amount or rate per cent of the commission paid or agreed to be paid is-in the case of shares or debentures offered to the public for subscription, disclosed in the prospectus, andin the case of shares or debentures not offered to the public for subscription, disclosed in the statement in lieu of prospectus, or in a statement in the prescribed form signed in like manner as a statement in lieu of prospectus and filed before the payment of the commission with the Registrar and, where a circular or notice, not being a prospectus inviting subscription for the shares or debentures, is issued, also disclosed in that circular or notice; [*](iv)the number of shares or debentures which persons have agreed for a commission to subscribe absolutely or conditionally is disclosed in the manner aforesaid; [and] [Inserted by Act 31 of 1965, Section 12 (w.e.f. 15.10.1965). ](v)[ a copy of the contract for the payment of the commission is delivered to the Registrar at the time of delivery of the prospectus or the statement in lieu of prospectus for registration.] [Inserted by Act 31 of 1965, Section 12 (w.e.f. 15.10.1965). ]
