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Companies Act 2006Company Secretary Help Kit – Share Capital, Purchase of Own Shares and Distributions

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Contents

1. Written Resolutions 1

2. Re-registration 2

3. Shares and Share Capital 4

4. Allotment of Shares 6

5. Pre-emption Rights 9

6. Share Premium 12

7. Redenomination of Share Capital 13

8. Class Rights 14

9. Reduction of Capital 15

10. Financial Assistance 17

11. Redeemable Shares 18

12. Purchase of the Company’s Own Shares 20

13. Redemption or Purchase by Private Company Out of Capital 21

14. Treasury Shares 23

15. Private and Public Companies 24

16. Distributions 26

17. Supplementary Provisions 27

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This document summarises and comments on certain provisions of the Companies Act 2006. Such provisions are not yet in force, and are still subject to consultation, and also confirmation when final regulations are produced. This document should only be read as at 16 May 2007.

Note: All sections of Companies Act 2006 (“CA 2006”) listed here are due to be implemented on 1 October 2008, unless otherwise indicated.

1. Written Resolutions1

Legislative area Change/Practical difference Old legislation New legislation Action

Passing written resolutions by private companies

Under Companies Act 1985 (“CA 1985”), a written resolution could be passed only if all members consented to the resolution. Under CA 2006, a written resolution may be passed with an appropriate majority of members. Hence, for example, a special resolution may be passed as a written resolution if members holding at least 75% of the voting shares sign the written resolution.

s.381A CA 1985 ss.282, 283 and 288 – 300 CA 2006

Awareness of the new written resolution procedure.

1 Relevant sections due to be implemented on 1 October 2007

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2. Re-registration


Private to Public A private company can re-register as a public company if it meets the minimum issued share capital requirement, makes and files with the Registrar of Companies (the “Registrar”) a statement that the company has complied with the requirements of the Act for re-registration (“Statement of Compliance”) and nominates a company secretary (if the company does not already have one).

The form of a Statement of Compliance is to be decided by the Registrar under s.1068.

If the company’s share capital is not denominated in sterling or euro, then it will be necessary to carry out a theoretical currency conversion to confirm that the share capital satisfies the requirement for the minimum issued share capital of £50,000 or the specified euro equivalent.

ss.43 – 48 CA 1985

ss.90 – 96 CA 2006

Appoint company secretary.

Review articles and memorandum.

File Statement of Compliance with the Registrar.

Public to Private A public company must deliver to the Registrar a Statement of Compliance. Dissenting members holding not less than 5% of the company’s shares can still apply to court within 28 days.

A public company can proceed immediately to apply for re-registration if, having regard to the number of members who voted in favour of the resolution, no application can be made by dissenting members.

ss.53 – 55 CA 1985

ss.97 – 101 CA 2006

File Statement of Compliance with Registrar.

Review articles.

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Private Limited to Unlimited

The assent of all members to re-registration is required. A Statement of Compliance must be made by the directors which authenticates the assent.

ss.49 and 50 CA 1985

ss.102 – 104 CA 2006


Obtain assent of all members.

Review articles.

Unlimited to Limited Similar to CA 1985, except where a company is to be limited by guarantee a statement of guarantee must be produced. Companies that already have a share capital are required to produce a statement of share capital within 15 days after re-registration.

ss.51 and 52 CA 1985

ss.105 – 108 CA 2006

Statement of guarantee.

Statement of share capital.

Review articles.

Public Limited to Unlimited

A public company can now re-register as an unlimited company without first becoming a limited company. All the members of the company must consent and the public company must not have previously re-registered as limited or unlimited.

N/A ss.109 – 111 CA 2006


Gain consent of all members.

Review articles.

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3. Shares and Share Capital


Conversion of shares into stock

It is no longer possible under CA 2006 to convert shares into stock, but a company that has stock at the date that Part 17 comes into force will be able to reconvert its stock back into shares.

s.121 CA 1985 ss.540(2) and 620 CA 2006

Review articles and share class rights.

Nominal value of shares The concept of authorised share capital has been abolished. The DTI has stated that references to authorised share capital are to be treated as a restriction in the articles, but this restriction can be removed by ordinary resolution.

The DTI has also confirmed that it may be possible to introduce transitional provisions to say how references in contracts to authorised share capital will be treated. However, this may be left to the courts to decide.

An allotment of a share that does not have a fixed nominal value is void.

Shares in a limited company may be denominated in any currency. (NB: see below for rules regarding public companies and issued minimum share capital requirements).

s.2 CA 1985 ss.542 and 765 CA 2006

Review memorandum, articles, nominal value of shares.

Decide if you want to keep in the concept of having authorised share capital or remove it by ordinary resolution.

Statement of Capital to be filed every time share capital altered.

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Alteration of share capital

Directors may increase the company’s issued share capital by allotting shares if authorised to do so under ss.549 – 551 CA 2006 (see below). Ordinary resolution is still required to authorise sub-division and consolidation of shares, and re-conversion of stock into shares.

A “Statement of Capital” (as defined below) is to be filed within 1 month after subdivision or consolidation of shares, or re-conversion of stock into shares.

ss.121 – 122 CA 1985

ss.617 – 621 CA 2006

Review articles and AGM procedures.

Note Statement of Capital filing requirements.

Statement of Capital There is a new requirement for a company to file a statement of capital (“Statement of Capital”) each time there is an alteration to the company’s share capital. The Statement of Capital must state:

� total number of company’s shares;

� aggregate nominal value of shares;

� for each class of shares, prescribed particulars of rights, total number and aggregate nominal value;

� for redeemable shares, the terms and conditions of redemption; and

� amount paid up on each share.

N/A ss.10, 555, 619, 621, 625 and 627 CA 2006

Implement process to make filing of Statement of Capital easier. As this Statement of Capital needs to be filed each time there is any alteration to a company’s share capital, ensure filing systems are updated for timely completion and filing of this new statement.

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4. Allotment of Shares


Authority to allot: companies generally

Definition of “relevant securities” is no longer used: reference is now only to shares and rights to subscribe for, or convert any security into, shares.

s.80 CA 1985 ss.549 – 551 CA 2006

Review articles and AGM procedures: AGM notices to be changed to refer to allotments of shares and granting of rights to subscribe for shares in the company.

Existing authority under s.80 or s.80A CA 1985 continues to have legal effect.

Authority to allot: private companies with one class of shares

For private companies with one class of shares, directors can allot shares or grant rights to subscribe for, or convert any security into, shares of that class, without any further authority except to any extent restricted by the articles.

s.80A CA 1985 ss.550 and 629 CA 2006

Review articles and AGM procedures. Consider prohibiting directors in articles from allotting shares or granting rights to subscribe for, or to convert any security into, shares.

Existing authority under s.80 or s.80A CA 1985 continues to have legal effect.

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Authority to allot: public companies and private companies with more than one class of shares

There are no real changes for public companies. CA 2006 contains no replacement for s.80A CA 1985. Accordingly, it will no longer be possible to authorise the directors of private companies with more than one class of shares to allot shares for an indefinite period.

Authority to allot is required under the company’s articles or by an ordinary resolution. The authority must state the maximum number of shares as well as a time period for the authority, which must not exceed 5 years.

ss.80 and 80A CA 1985

ss.551 CA 2006 Review articles and AGM procedures.

Existing authority under s.80 or s. 80A CA 1985 continues to have legal effect.

Return of allotment Filings must now be accompanied by a Statement of Capital (as at the date at which the return is made).

DTI has stated that details will also be required of any consideration received in respect of shares which are allotted as fully or partly paid up otherwise than in cash.

For shares fully or partly paid otherwise than in cash, there will no longer be the need for company to deliver the contract giving rise to the new issue to the Registrar, but details of any consideration received in respect of shares may be required.

Deemed allotment of shares to subscribers will not require a return of allotment.

s.88 CA 1985 ss.555 and 559 CA 2006

Review filing procedures and share issue procedures.

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Return of allotment: unlimited company

There are new filing requirements for when an unlimited company allots a new class of shares where the allotment is not uniform with shares previously allotted.

s.128 CA 1985 s.556 CA 2006 Review filing procedures and share issue procedures.

Definition of “cash consideration”/“payment in cash”

s.583(3) CA 2006 defines “cash consideration”, listing items currently contained in s.738(2) CA 1985.

A power in s.583(4) will enable the Secretary of State to provide for other forms of payment to fall within the “payment in cash” definition. This is intended to be used to remove uncertainty in relation to certain forms of payment, such as assured payment obligations under the CREST assured payment system.

The DTI has already confirmed in consultation that it intends to make it clear in regulations that assured payment obligations under the CREST system constitute payments in cash.

s.738 CA 1985 s.583 CA 2006 Review existing payment procedures for share allotments.

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5. Pre-emption Rights


Definition of “equity securities”

The definition of “equity securities” has been changed to refer to “ordinary shares” rather than “relevant shares”.

Previously, shares allotted pursuant to an employee share scheme were excluded from the definition of “relevant shares”: see s.94(5) CA 1985. There is no equivalent exclusion for employee share schemes from the definition of “ordinary shares” in s.560 CA 2006. Instead, a specific exemption for shares allotted pursuant to employee share schemes is contained in s.566 CA 2006.

Therefore, shares allotted pursuant to employee share schemes will not trigger pre-emption rights under CA 2006.

s.94 CA 1985 ss.560 and 566 CA 2006

Review wording of AGM documentation and share issue procedures.

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Communication of pre-emption offers to shareholders

Individual notices are now required to be made to all shareholders who have a registered address in the EEA, rather than only the UK.

Where no relevant address for service has been provided, company may discharge its obligation by publishing a notice in the London, Edinburgh or Belfast Gazette as appropriate. In rights issues, the Gazette route cannot be used for persons with a European address outside the UK.

A pre-emptive offer now begins on the date the offer is sent not received (so the period is shortened). Secretary of State may lower the period for pre-emptive offers to a minimum of 14 days, or increase it to an unspecified amount.

s.90 CA 1985 s.562 CA 2006 Review wording of AGM documentation and share issue procedures.

Exclusion of pre-emption rights

s.567 CA 2006 substantially re-enacts s.91 CA 1985, which permits a private limited company to exclude statutory pre-emption rights on an allotment of shares by a provision in the company’s articles.

s.91 CA 1985 s.567 CA 2006 Review the articles of private limited companies.



Disapplication of pre-emption rights: companies generally

Directors of a company who are generally authorised to allot shares can be given power by the articles or by a special resolution of the company to disapply pre-emption rights in relation to shares issued under that authorisation.

Note that the disapplication of pre-emption rights is still limited to a five-year period on the grounds that directors may only be authorised to allot shares for a maximum of 5 years: see s.551 CA 2006.

The ABI and Pre-Emption Group guidelines have not changed in respect of any of the above.

s.95 CA 1985 ss.551, 570 and 571 CA 2006

Review of articles and share issue procedures.

For private companies, consider excluding pre-emption requirements in articles.

Disapplication of pre-emption rights: private company with only one class of shares

A private company with only one class of shares, may now disapply pre-emption rights either under the articles or by special resolution.

Note that the disapplication of pre-emption rights is not limited to a five-year period on the grounds that directors of a private company with only one class of shares are generally authorised to allot shares for an indefinite period of time, unlike directors of other types of companies (see above).

s.95 CA 1985 s.569 CA 2006 Review of articles and share issue procedures. Consider excluding pre-emption requirements in articles.


6. Share Premium


Application of share premiums

Where, on an issue of shares, a company transfers a sum to its share premium account, it can now be used for:

� writing-off the expenses and/or commissions paid by the company on an issue of those particular shares; or

� paying up shares allotted to members as fully paid-up bonus shares,

but not for:

� writing off the expenses and/or commissions paid by the company on any other issue of shares;

� writing off a company’s preliminary expenses (i.e. on formation);

� writing off a discount allowed on any issue of shares or debentures;

� writing off the expenses of, or the commission paid on, any issue of debentures; or

� providing the premium payable on redemption of debentures of the company.

s.130 CA 1985 s.610 CA 2006 Review of application of share premium on new issue.

Identify if any use of share premium can be made now before rules change in October 2008, for example for a redemption of debentures.


7. Redenomination of Share Capital


Redenomination of share capital

A limited company having a share capital may now “redenominate” its share capital or any class of its share capital by ordinary resolution.

The conversion must be at an appropriate spot rate of exchange that is specified in the resolution. Articles may prohibit or restrict exercise of power to redenominate.

Note that there is no provision for the minimum issued share capital of a public company to continue to be denominated in sterling or the euro equivalent. This means that once a public company has obtained a trading certificate, such a company is free, if it wishes, to redenominate all of its share capital including the minimum issued share capital.

Notice, which will include a Statement of Capital, must be given to Registrar within one month of redenomination.

Within three months of the redenomination resolution, a company may pass special resolution to reduce share capital to round redenominated nominal values to values which, in the opinion of the company, are more suitable.

A company must notify Registrar within 15 days of passing resolution to reduce its capital in connection with a redenomination.

N/A ss.622 – 628 CA 2006

Review memorandum and articles, share capital provisions.


8. Class Rights


Variation of class rights Class rights are now varied by special resolution rather than extraordinary resolution. CA 2006 abolishes the concept of an extraordinary resolution.

Articles may provide for a less demanding or a more onerous procedure than the statutory requirement.

Notification obligation to Registrar now arises on a variation of rights irrespective of how the rights attach to those shares.

Note that it will be possible to protect class rights from variation by including “entrenchment provisions” in the company’s articles of association in accordance with s. 22 CA 2006. Once provisions are entrenched in a company’s articles, they may only be amended by following the procedure (if any) laid down in the company’s articles; the entrenched provisions cannot be amended by special resolution. If desired, class rights could be “entrenched” using the s.22 CA 2006 procedure, although it will not prevent variation by unanimous members’ agreement or by way of court order.

ss.125 – 129 CA 1985

ss.630 – 631, 636 and 637 CA 2006

Review articles in relation to class rights. Consider specifying provisions for variation of class rights.


9. Reduction of Capital


Reduction of capital – companies generally

In general, the court-based procedure for a reduction of capital has remained the same.

ss.135 – 138 CA 1985

ss.641, 645 – 649 CA 2006

Reduction of capital – private limited companies

For private limited companies the following procedure may now be followed instead of the court-based procedure:

� statement of solvency must be made in accordance with s.643 CA 2006 by the directors not more than 15 days before the special resolution reducing capital is passed;

� special resolution must be passed; and

� special resolution along with solvency statement and a Statement of Capital must be delivered to the Registrar within 15 days of the passing of the special resolution.

In forming their opinions on which the statement of solvency is based, the directors must take into account all of the company’s liabilities (including any contingent or prospective liabilities).

Since CA 2006 makes general provision for the alteration of share capital, the alteration of capital provisions (including reduction of capital) found in CA 1985 Table A Articles have been omitted from the draft CA 2006 model articles for private limited companies.

ss.135 – 138 CA 1985

ss.641 – 644 CA 2006



Treatment of reserve arising from reduction of capital

Any reserve arising from a reduction of capital is not distributable subject to order by the Secretary of State.

The DTI has suggested that any such order will state that reserves arising from a reduction of capital using the private company statement of solvency process will only eliminate existing losses and not create realised profit for immediate distribution. No change in existing treatment is expected for reserves created by a court-based reduction of capital. However, this topic is currently part of the consultation process and is open to debate.

N/A s.654 CA 2006 Review procedures for increasing reserves and returning capital to shareholders.


10. Financial Assistance


Prohibition from providing financial assistance

Private companies are no longer prohibited from providing financial assistance for the purchase of their own shares. There is therefore no longer any need for the whitewash procedure. However, financial assistance is still prohibited for public companies or subsidiaries of public companies in favour of their public company parent. It is also prohibited for a public company to give financial assistance in relation to its private holding company.

ss.151 – 158 CA 1985

ss.677 – 683 CA 2006

For the directors it is still very important to determine first that any financial assistance is not an unlawful distribution and that the corporate interest of the company giving the financial assistance is taken into account.


11. Redeemable Shares


Power to issue Private companies will be free to issue redeemable shares without the need for specific authorisation in their articles (although this power may be excluded or restricted by an appropriate amendment to a company’s articles).

Public companies will still need specific authorisation in their articles.

s.159 CA 1985 s.684 CA 2006 Review articles. Consider excluding or restricting issue of redeemable shares in articles.

Terms and manner Shareholders of both public and private companies may also delegate to the directors the task of determining the terms, conditions and manner of redemption of such redeemable shares. This delegation can either be by way of a provision in the articles or by ordinary resolution. If the delegation is by ordinary resolution, there will be no need to set the terms of issue out in the company’s articles. The draft model articles for private companies include this delegation to directors.

s.160(3) CA 1985 s.685 CA 2006; draft model article 21(2) for private companies

Review articles. Consider either passing resolution or authorising directors in articles to determine terms, conditions and manner of redemption of redeemable shares.

Statement of Capital on allotment

Where the terms, conditions and manner of redemption of allotted shares were determined by the directors, they must be stated in the Statement of Capital which must be filed with the Registrar.

s.88(2) CA 1985 s.555 and s.685 (3) CA 2006

Review filing procedures.

Notice to Registrar with Statement of Capital on redemption

In addition to the current requirement to file a notice to the Registrar one month after a company has redeemed any redeemable shares, the notice must now also be accompanied by the Statement of Capital.

s.122 CA 1985 s.689 CA 2006 Review filing procedures.



Payment date In contrast to the current position, where payment must be made on redemption, the company and shareholder may agree for payment for the redeemable shares to be made at a later date.

s.159(3) CA 1985 s.686(2) CA 2006 Review articles.


12. Purchase of the Company’s Own Shares


Power of limited company to purchase own shares

Express authorisation in company’s articles is no longer required for a purchase of own shares, including, in the case of a private limited company, a purchase out of capital. Companies can expressly prohibit or restrict the purchase of their own shares by inserting a provision to this effect in their articles.

s.162 CA 1985 ss.690 and 709 CA 2006

Review articles. Consider including restrictions on purchasing own shares. Consider this also in relation to purchasing own shares out of capital.

Authority for purchase A contract for an off-market purchase can be authorised by special resolution after it is entered into if it provides that no shares may be purchased under the contract until its terms have been authorised by special resolution. This means companies can now negotiate terms for an off-market purchase before seeking a special resolution.

s.164(2) CA 1985 s.694(2)(b) CA 2006

Review procedures for negotiating contracts for off-market purchases and for authorising a purchase of own shares.

Disclosure of cancellation to Registrar

A notice to the Registrar of cancellation of re-purchased or treasury shares must now be accompanied by a Statement of Capital.

ss.169 and 169A CA 1985

ss.708 and 730 CA 2006

File Statement of Capital together with the notice sent to Registrar after cancellation of re-purchased or treasury shares.


13. Redemption or Purchase by Private Company Out of Capital


Directors’ statement Directors are no longer required to make a statutory declaration; a simple statement by the directors is required instead. This means the statement no longer needs to be sworn before a solicitor or Commissioner of Oaths.

In forming their opinion on the company’s solvency prospects, directors must now take into account all of the company’s liabilities, not just those that are relevant for the purposes of s.122 of the Insolvency Act 1986.

Making a statement without having reasonable grounds for the opinion expressed in it is still an offence committed by every director of the company who is in default.

The directors’ statement is broadly the same as the solvency statement required under s.643 CA 2006 for a reduction of capital (see above). The timing requirements differ, as the directors’ opinion for a statement under s.714 must take account of the company’s situation following the date on which the payment out of capital is proposed to be made. By contrast, the directors’ opinion for a statement under s.643 must take account of the company’s situation at the date of the statement. However, we consider this to be more of an academic point, as the requirement of s.643(1)(b) and s.643(2) effectively causes the directors to consider the impact of the reduction of capital as well.

s.173 CA 1985 ss.714 and 715 CA 2006

Review procedures for making directors’ statements

Depending on the commercial objective, consider using the reduction of capital procedure under s.641 CA 2006 rather than a purchase out of capital in light of the slight differences in procedure (e.g. solvency statement under s.641 versus directors’ statement under s.714, and requirement for auditor’s report under s.714).



Directors’ statement and auditors’ report to be available for inspection

Directors’ statement and auditors’ report may now, in addition to the company’s registered office, be kept available for inspection at a place specified in regulations made under s.1136 CA 2006.

Unless the statement and report have at all times been kept at the company’s registered office, companies are now required to give notice to the Registrar of the place where they are kept available for inspection and of any change to that place.

Failure to give such notice to the Registrar is an offence committed by the company and every director of the company who is in default.

s.175(6)(a) CA 1985

s.720 CA 2006 Decide whether to take advantage of this change and make application to the Secretary of State.

Notify the Registrar if required.


14. Treasury Shares


Disposal of treasury shares

The definition of “cash consideration” (previously defined as “cash”) is now slightly wider and includes “payment by any other means giving rise to a present or future entitlement (of the company or a person acting on the company’s behalf) to a payment, or credit equivalent to payment, in cash” in subsection 727(2)(e) CA 2006.

As discussed above, the Secretary of State may specify, by order, that particular means of payment are to be regarded as falling within the definition of “cash consideration”, and the DTI has confirmed that this will include assured payment obligations under the CREST system.

s.162D(2) CA 1985

s.727 CA 2006 Review whether company can take advantage of the new definition to sell treasury shares in circumstances where it was previously prohibited.

Disclosure of cancellation to Registrar

Notice to Registrar of cancellation of treasury shares must now be accompanied by a Statement of Capital.

s.169A CA 1985 s.730 CA 2006 File Statement of Capital together with notice after cancellation of shares.


15. Private and Public Companies2


Minimum Authorised Capital

For a public company to be issued with a trading certificate the company must have issued shares to the value of at least £50,000 (or the euro equivalent, to be prescribed by the Secretary of State) of the nominal value of the share capital. However, a public company may subsequently redenominate some or all of its share capital (including the minimum issued share capital) into any currency it chooses.

Where a public company has redenominated some or all of its share capital in a currency other than sterling or euros, the DTI has confirmed that it will prescribe in regulations under s.766 CA 2006 the theoretical foreign currency conversion test described below. This requirement may occur pursuant to s.650 CA 2006 in relation to a reduction of capital or pursuant to s.662 in relation to a cancellation of shares.

The DTI has proposed that in such circumstances the public company should carry out a theoretical conversion of its share capital into either sterling or euro (to be specified by the company). The company will be deemed to satisfy the minimum issued share capital requirement if it can demonstrate that it holds shares to the value of at least £50,000 (or the prescribed euro equivalent) after applying the theoretical exchange rate and adding the value of the “converted” shares to the value of any shares that are held in sterling or euro.

s.11 CA 1985 ss.761 – 767 CA 2006

Ensure nominal value of the share capital remains above the minimum issued share capital requirement (DTI has provided further advice on this point in its CA 2006 consultation paper, issued in February 2007).

2 Relevant sections due to be implemented on 6 April 2008.



If a public company falls below the minimum issued share capital requirement, it will be required to re-register as a private company or allot new shares.


16. Distributions3


Distributions in kind: distributable profits

Where a company has distributable profits and transfers an asset to a member at not less than book value, the amount of the distribution is zero.

Where a company has distributable profits and transfers an asset to a member at less than book value, the amount of the distribution is the difference between book value and transfer asset value. This will need to be covered by distributable profits.

ss.263 – 265 CA 1985

ss.845 – 853 CA 2006

Check distributable assets are available before any distribution in kind.

If distributing this at less than book value check the distributable assets will cover the difference.

Distributions in kind: no distributable profits

Where a company does not have distributable profits and transfers an asset to a member at less than market value, the amount of the distribution is the difference between market value and the payment (if any) received from the member. This will continue to be unlawful, as the company will not have sufficient reserves to enable it to make the distribution.

ss.263 – 265 CA 1985

ss.830, 845 – 853 CA 2006

Check distributable assets are available before any distribution in kind.

3 Relevant sections due to be implemented on 6 April 2008.


17. Supplementary Provisions


Power to make further provision by regulations

The Secretary of State can modify the provisions of Part 17 (relating to share capital) and Part 18 (relating to purchase by a limited company of its own shares) by regulations, although they must be approved by both Houses of Parliament.

This enables the Secretary of State to ‘future-proof’ the provisions in Part 17 and Part 18 which is desirable given that many of these provisions are derived from EU law which may be amended in the near future. In relation to public companies, the current capital maintenance rules are required by EU Law (mainly derived from the 2nd Company Law Directive). However, it has been indicated that changes to the current regime are unlikely.

N/A ss.657 and 737 CA 2006

This document is not intended to provide legal advice, which should be sought on particular matters. Please refer to your usual contact at Slaughter and May for further information about the Companies Act 2006.

© Slaughter and May, 2007

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