Browse an Act, find a provision and read each section in context.
Browse Acts ↓(1) If a company not having a share capital assigns a name or other designation, or a new name or other designation, to any class of its members, it shall, within fourteen days after doing so, lodge with the Registrar for registration a notice giving particulars of the name or designation so assigne…
(1) If the rights of any class of members of a company not having a sharecapital are varied, the company shall, within fourteen days after the date on which the variation is made, lodge with the Registrar for registration a notice containing particulars of the variation. (2) If a company fails to co…
(1) A limited company having a share capital may alter its share capital only—(a) by increasing its share capital by allotting new shares; or (b) reducing its share capital in accordance with this Part. (2) Such a company may subdivide or consolidate all or any of its share capital in accordance wit…
(1) A limited company having a share capital may— (a) subdivide its shares, or any of them, into shares of a smaller nominal amount than its existing shares; or (b) consolidate and divide all or any of its share capital into shares of a larger nominal amount than its existing shares. (2) When subdiv…
(1) Within one month after subdividing, consolidating or dividing its shares, a company shall lodge with the Registrar for registration a notice specifying the shares that are affected, and accompanied by a statement of capital that complies with subsection (2). (2) A statement of capital complies w…
(1) A limited company that has a share capital may reduce its share capital byspecial resolution. (2) A special resolution under subsection (1) takes effect as provided by section411(3). (3) A company may reduce its share capital under this section in any way. (4) In particular, a company may— (a) e…
(1) As soon as practicable a company has passed a resolution for reducing itsshare capital, it shall apply to the Court for an order confirming the reduction. (2) If the proposed reduction of capital involves either— (a) diminution of liability in respect of unpaid share capital; or (b) the payment…
(1) When this section applies, each creditor of the company who, at the date fixed by the Court, is entitled to a debt or claim that, if that date were the commencement of the liquidation of the company would be admissible in proof against the company, is entitled to object to the reduction of capit…
(1) The Court may make an order confirming the reduction of capital on such terms and conditions as it considers appropriate. (2) The Court may not confirm the reduction unless it is satisfied, in relation to each creditor of the company who is entitled to object to the reduction of capital that eit…
(1) On production of an order of the Court confirming the reduction of a company’s share capital and the lodgement of a copy of the order and of a statement of capital approved by the Court, the Registrar shall register the order and statement. (2) The company shall ensure that the statement of capi…
(1) If a company’s share capital is reduced, a member of the company (past orpresent) is not liable in respect of any share to any call or contribution exceeding the amount of difference (if any) between— (a) the nominal amount of the share as notified to the Registrar in the statement of capital de…
(1) This section applies to a creditor who, in the case of a reduction of capital confirmed by the Court, was entitled to object to the reduction of share capital but who, as a result of being unaware— (a) of the proceedings for reduction of share capital; or (b) of their nature and effect with resp…
An officer of a company who— (a) intentionally or recklessly— (i) conceals the name of a creditor entitled to object to the reduction of capital; or (ii) misrepresents the nature or amount of the debt or claim of a creditor; or (b) is knowingly concerned in any such concealment or misrepresentation,…
A person is not precluded from seeking or obtaining damages or other compensation from a company only because the person— (a) is holding or has held shares in the company; (b) has a right to apply or subscribe for shares in the company; or (c) has a right to be included in the company's register of…
(1) If the net assets of a public company are half or less of its called-up Share capital, the directors shall convene a general meeting of the company to consider how to deal with the situation. (2) The directors shall issue a notice of a general meeting not later than twenty eight days from the da…
(1) If the Court makes an order confirming a reduction of a public company’scapital that has the effect of bringing the nominal value of its allotted share capital below the authorised minimum, the Registrar may register the order only if— (a) the Court so directs; or (b) the company first converts…
(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 in the order the changes to the company's name and articles to be made in connection with the conver…
(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 company in accordance with section 420 not more than fourteen days before the date on which the resoluti…
(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 company could then be found to be unable to pay (or otherwise discharge) its debts; and (b) has also for…
(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). (2) The requirement under subsection (1) is in addition to the copy of there resolution itself that…
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 that assistance; and (b) if the financial assistance consists of or includes, or is treated as arisi…
(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 acquiring any of its own fully paid shares otherwise than for valuable consideration. (3) Subsection…
(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 by a nominee of the company, partly paid up, from a third person. (2) Shares to which this section…
(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 acquired by a nominee of the company, partly paid up, from a third person. (2) If the nominee, having been…
(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 to pay an amount payable for the shares; (b) shares of the company are acquired by it otherwise than…
(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 company shall attach to, or enclose with, the notice a statement of capital that complies with subsectio…
(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 may make such changes— (a) to the company's name; and (b) to the company's articles, as are necessa…
(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 company does not already have a unique identifying number, the Registrar shall allocate such a numb…
(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 specified in subsection (3) of that section, Part XIX applies to it as if it were a private company. (2) Ex…