(1) The Court may authorise a public company to be converted into a private company without its having passed the special resolution required by section 77. (2) If the Court does so, it shall specify…
(1) A resolution for reducing share capital of a private company limited byshares is supported by a solvency statement if— (a) the directors of the company make a statement of the solvency of the comp…
(1) A solvency statement is a statement that each of the directors— (a) has formed the opinion, as regards the company's situation at the date of the statement, that no ground exists on which the comp…
(1) Within fourteen days after the resolution for reducing share capital is passed the company shall lodge with the Registrar for registration a statement of capital that complies with subsection (3).…
The regulations may make further provision for the implementation of this Part.
(1) In this Part— "distributable profits", in relation to the giving of any financial assistance— (a) means those profits out of which the company could lawfully make a distribution equal in value to…
(1) A limited company shall not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with this Part. (2) Subsection (1) does not prevent a limited company from…
(1) This section applies to shares in a limited company that— (a) are taken by a subscriber to the memorandum as nominee of the company; (b) are issued to a nominee of the company; or (c) are acquired…
(1) This section applies to shares in a limited company that— (a) are taken by a subscriber to the memorandum as a nominee of the company; (b) are issued to a nominee of the company; or (c) are acquir…
(1) This section applies to a public company if— (a) shares of the company are forfeited, or are surrendered to the company instead of forfeiture, as provided by the company's articles for a failure t…
(1) Within one month after cancelling shares in order to comply with section427, a company shall lodge with the Registrar for registration a notice giving details to the cancelled shares. (2) The comp…
(1) If a public company is obliged to convert itself into a private company in orderto comply with section 427, the directors may resolve that the company should be so converted. (2) Such a resolution…
(1) The Registrar shall register the conversion of a company into a private limited company if satisfied that the application for registration complies with the requirements of section 429. (2) If the…
(1) If a public company that is required by section 427 to apply to the Registrarfor the registration of the conversion of the company into a private company fails to do so before the deadline specifi…
(1) If a company that is required to do so by section 427— (a) fails to cancel specified shares; or (b) fails to make an application for the registration of the conversion of the company into a privat…
(1) This section applies to a private company that is registered as a public company— after shares in the company have been forfeited in accordance with the company's articles or have been surrendered…
(1) If— (a) a public company, or a nominee of a public company, acquires shares in the company; and (b) those shares are shown in a balance sheet of the company as an asset, the company shall transfer…
(1) A lien or other charge of a public company on its own shares(whether taken expressly or otherwise) is void, except as permitted by this section.( 2) In the case of any description of company, a ch…
In determining for the purposes of this Part whether a company has a beneficial interest in shares, the interests referred to in sections 437, 438 and 439 are to be disregarded.
(1) When the shares are held in trust for the purposes of a pension scheme or an employees’ share scheme, any residual interest of the company that has not vested in possession is to be disregarded. (…
(1) If the relevant shares are held on trust for the purposes of a pension scheme, the following are to be disregarded— (a) a charge or lien on, or set-off against, any benefit or other right or inter…
(1) If the company is an executor, administrator or trustee, rights that thecompany has in that capacity are to be disregarded. (2) Those rights include— (a) a right of the company to recover its expe…
(1) In this Division, “financial assistance” means—(a) financial assistance given in the form of a gift; (b) financial assistance given— (i) in the form of a guarantee, security or indemnity other tha…
(1) If a person is acquiring or proposing to acquire shares in a public company, neither the company nor any other company that is a subsidiary of the company may give financial assistance (directly o…
(1) If a person is acquiring or proposing to acquire shares in a private company, a public company that is a subsidiary of that company shall not give financial assistance (directly or indirectly) for…
(1) If a company contravenes section 442(1) or (3) or 443 (1) or (3), thecompany, and each officer of the company who is in default, commit an offence. (2) A company that is found guilty of an offence…
Sections 442 and 443 do not prohibit any of the following transactions— (a) a distribution of a company’s assets in the form of—(i) a dividend lawfully made; or (ii) a distribution in the course of a…
(1) This section applies to the following transactions— (a) if the lending of money is part of the ordinary business of the company —the lending of money in the ordinary course of the company’s busine…
(1) A limited company having a share capital may purchase its own shares (including any redeemable shares), subject to— (a) the following provisions of this Division; and (b) any restriction or prohib…
(1) A limited company may not purchase its own shares unless they are fully paid. (2) A limited company that purchases its own shares shall pay for them on purchase. (3) A purchase in contravention of…
(1) A private limited company may purchase its own shares out of capital in accordance with Division 4. (2) Subject to subsection (1)— (a) a limited company may purchase its own shares only out of— (i…
(1) A limited company may purchase its own shares only— (a) by an off-market purchase, under a contract approved in advance in accordance with section 451; or (b) by a market purchase, approved in acc…
(1) A company may make an off–market purchase of its own shares under acontract but only if— (a) the terms of the contract have been approved by a special resolution of the company before the contract…
(1) This section applies to a resolution to confer, vary, revoke or renew an approval for the purposes of section 451. (2) If the resolution is proposed as a written resolution, a member who holds sha…
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to make a purchase under section 451. (2) The company shall ensure that a copy of the relevant…
(1) A company may agree to a variation of a contract approved under section451 only if the variation is approved in advance in accordance with this section. (2) The terms of the variation have effect…
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to vary a contract under section 454. (2) If the resolution is proposed as a written resolutio…
(1) This section applies to a resolution passed by a company under section 454. (2) The company shall ensure that a copy of the proposed variation (if it is inwriting) or a written memorandum giving d…
(1) An agreement by a company to release its rights under a contract approvedunder section 451 is void unless the terms of the release agreement are approved in advance in accordance with this section…
(1) A company may make a market purchase of its own shares only if the purchase has been approved by a resolution of the company. (2) Such an approval— (a) can be general or limited to the purchase of…
(1) This section applies to a company that has entered into— (a) a contract approved under section 451; or (b) a contract for a purchase approved under section 458. (2) The company shall keep availabl…
(1) If a company fails to comply with a requirement of section 459, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not ex…
The rights of a company under a contract authorised under section 451 or 458 are not capable of being assigned.
(1) A payment made by a company in consideration of— (a) acquiring any right with respect to the purchase of its own shares under a contingent purchase contract approved under section 451; (b) the var…
If a limited company makes a purchase of its own shares in accordance with this Division, then— (a) if section 458 applies, the shares are to be held and dealt with in accordance with Part XXI, but; (…
(1) Within fourteen days after a company purchases shares under this Division, it shall lodge with the Registrar for registration a return that complies with subsections (2) to (4). (2) The return com…
(1) If, on the purchase by a company of any of its own shares in accordance with this Part— (a) section 526 does not apply (so that the shares are treated as cancelled); or (b) that section applies bu…
In this Division— (a) a reference to payment out of capital is to any payment so made, whether or not it would, apart from this section, be treated as a payment out of capital; and (b) "the permissibl…
A private limited company may in accordance with this Division, but subject to any restriction or prohibition in the company's articles, make a payment in respect of the redemption or purchase of its…
A payment that, in accordance with this Division, can be made by a company out of capital in respect of the redemption or purchase of its own shares is such amount as, after applying for that purpose—…
