(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—…
(1) For the purposes of this Division, the available profits of the company, inrelation to the redemption or purchase of any of its shares, are the profits of the company that are available for distri…
(1) The available profits of the company are determined as follows— (a) first— Determine the profits of the company by reference to the following items as stated in the relevant financial statements—…
(1) A payment out of capital by a private company for the redemption orpurchase of its own shares is not lawful unless the requirements of section 472, 474, 477 and 478 are satisfied. (2) Subsection (…
(1) The company’s directors shall make a statement that complies with subsection (2). (2) A statement complies with this subsection only if it specifies the amount of the permissible capital payment f…
If the directors make a statement under sections 468 to 471 without having reasonable grounds for the opinion expressed in it, each of the directors who is in default commits an offence and on convict…
(1) A payment out of capital is invalid unless it is approved by a special resolution of the company that complies with this section. (2) Such a resolution is void unless it is passed on; or within th…
(1) This section applies to a resolution passed by a company under section 474. (2) If the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is…
(1) This section applies to a resolution passed by a company under section 474. (2) The company shall ensure that a copy of the directors' statement andauditor's report under section 482 are made avai…
(1) Within the seven days immediately after the date of the resolution undersection 474, the company shall cause to be published in the Gazette a notice— (a) stating that the company has approved a pa…
(1) A company that passes a resolution in accordance with section 475 shall ensure that the directors’ statement and auditor’s report required by section 472 are kept available for inspection througho…
(1) If a private company passes a special resolution approving a payment out of capital for the redemption or purchase of any of its shares— (a) any member of the company (other than one who consented…
(1) Within fourteen days after making an application under section 479, the applicant shall lodge with the Registrar for registration a notice of the application. (2) Subsection (1) does not affect th…
(1) A payment out of capital is invalid unless it is made— (a) no earlier than five weeks after the date on which the resolution under section 475 is passed; and (b) no later than seven weeks after th…
(1) In this section, “capital redemption reserve”, in relation to a company, means the reserve referred to in subsection (2). (2) If under this Part or Part XX, shares of a limited company are redeeme…
(1) This section applies if a payment out of capital is made in accordance with Division 4. (2) If the permissible capital payment is less than the nominal amount of the shares redeemed or purchased,…
(1) This section applies to a company that— (a) issues shares on terms that they are or are liable to be redeemed; or (b) agrees to purchase any of its shares. (2) A company to which this section appl…
(1) In this Part, “distribution” means every description of distribution of the assets of a company to its members (whether in cash or otherwise) subject to the exceptions in subsection (2). (2) The f…
(1) A company may make a distribution only out of profits available for thepurpose. (2) The profits of a company available for distribution are— (a) its accumulated, realised profits (so far as not pr…
(1) A public company may make a distribution only— (a) if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves; and (b) if, and to th…
(1) Whether a distribution may be made by a company without contravening this Part is determined by reference to the following items as stated in the relevant financial statements— (a) profits, losses…
(1) In determining whether a proposed distribution may be made by a company in a case in which— (a) one or more previous distributions have been made in pursuance of a determination made by reference…
(1) If development costs are shown or included as an asset in a company’saccounting records, any amount shown or included in respect of those costs is to be treated for the purposes of section 486 as…
In determining for the purposes of this Part whether a company has made a profit or loss in respect of an asset when— (a) there is no record of the original cost of the asset; or (b) a record cannot b…
