1. UK Company Law
  2. Legislation (UK)
  3. Acts
  4. 2006
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  1. Companies Act 2006 (c. 46)
  2. Part 17 A company's share capital (ss. 540-657)
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Part 17 A company's share capital (ss. 540-657)

Comparing proposed amendment...
Chapter 1 Shares and share capital of a company (ss. 540-548)
Shares (ss. 540-546)
In force
 540. Shares
In force
 541. Nature of shares
In force
 542. Nominal value of shares
In force
 543. Numbering of shares
In force
 544. Transferability of shares
In force
 545. Companies having a share capital
In force
 546. Issued and allotted share capital
Share capital (ss. 547-548)
In force
 547. Called-up share capital
In force
 548. Equity share capital
Chapter 2 Allotment of shares: general provisions (ss. 549-559)
Power of directors to allot shares (ss. 549-551)
In force
 549. Exercise by directors of power to allot shares etc
In force
 550. Power of directors to allot shares etc: private company with only one class of shares
In force
 551. Power of directors to allot shares etc: authorisation by company
Prohibition of commissions, discounts and allowances (ss. 552-553)
In force
 552. General prohibition of commissions, discounts and allowances
In force
 553. Permitted commission
Registration of allotment (s. 554)
Partly in force
 554. Registration of allotment
Return of allotment (ss. 555-557)
In force
 555. Return of allotment by limited company
In force
 556. Return of allotment by unlimited company allotting new class of shares
In force
 557. Offence of failure to make return
Supplementary provisions (ss. 558-559)
Partly in force
 558. When shares are allotted
In force
 559. Provisions about allotment not applicable to shares taken on formation
Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption (ss. 560-577)
Introductory (s. 560)
In force
 560. Meaning of "equity securities" and related expressions
Existing shareholders' right of pre-emption (ss. 561-563)
In force
 561. Existing shareholders' right of pre-emption
In force
 562. Communication of pre-emption offers to shareholders
In force
 563. Liability of company and officers in case of contravention
Exceptions to right of pre-emption (ss. 564-566A)
In force
 564. Exception to pre-emption right: bonus shares
In force
 565. Exception to pre-emption right: issue for non-cash consideration
In force
 566. Exception to pre-emption right: securities held under employees' share scheme
In force
 566A Exception to pre-emption right: companies in financial difficulty
Exclusion of right of pre-emption (ss. 567-568)
In force
 567. Exclusion of requirements by private companies
In force
 568. Exclusion of pre-emption right: articles conferring corresponding right
Disapplication of pre-emption rights (ss. 569-573)
In force
 569. Disapplication of pre-emption rights: private company with only one class of shares
In force
 570. Disapplication of pre-emption rights: directors acting under general authorisation
In force
 571. Disapplication of pre-emption rights by special resolution
In force
 572. Liability for false statement in directors' statement
In force
 573. Disapplication of pre-emption rights: sale of treasury shares
Supplementary (ss. 574-577)
In force
 574. References to holder of shares in relation to offer
In force
 575. Saving for other restrictions on offer or allotment
In force
 576. Saving for certain older pre-emption requirements
In force
 577. Provisions about pre-emption not applicable to shares taken on formation
Chapter 4 Public companies: allotment where issue not fully subscribed (ss. 578-579)
In force
 578. Public companies: allotment where issue not fully subscribed
In force
 579. Public companies: effect of irregular allotment where issue not fully subscribed
Chapter 5 Payment for shares (ss. 580-592)
General rules (ss. 580-583)
In force
 580. Shares not to be allotted at a discount
In force
 581. Provision for different amounts to be paid on shares
In force
 582. General rule as to means of payment
In force
 583. Meaning of payment in cash
Additional rules for public companies (ss. 584-587)
In force
 584. Public companies: shares taken by subscribers of memorandum
In force
 585. Public companies: must not accept undertaking to do work or perform services
In force
 586. Public companies: shares must be at least one-quarter paid up
In force
 587. Public companies: payment by long-term undertaking
Supplementary provisions (ss. 588-592)
Partly in force
 588. Liability of subsequent holders of shares
In force
 589. Power of court to grant relief
In force
 590. Penalty for contravention of this Chapter
In force
 591. Enforceability of undertakings to do work etc
In force
 592. The appropriate rate of interest
Chapter 6 Public companies: independent valuation of non-cash consideration (ss. 593-609)
Non-cash consideration for shares (ss. 593-597)
In force
 593. Public company: valuation of non-cash consideration for shares
In force
 594. Exception to valuation requirement: arrangement with another company
In force
 595. Exception to valuation requirement: merger or division
In force
 596. Non-cash consideration for shares: requirements as to valuation and report
In force
 597. Copy of report to be delivered to registrar
Transfer of non-cash asset in initial period (ss. 598-604)
In force
 598. Public company: agreement for transfer of non-cash asset in initial period
In force
 599. Agreement for transfer of non-cash asset: requirement of independent valuation
In force
 600. Agreement for transfer of non-cash asset: requirements as to valuation and report
In force
 601. Agreement for transfer of non-cash asset: requirement of approval by members
In force
 602. Copy of resolution to be delivered to registrar
In force
 603. Adaptation of provisions in relation to company re-registering as public
In force
 604. Agreement for transfer of non-cash asset: effect of contravention
Supplementary provisions (ss. 605-609)
Partly in force
 605. Liability of subsequent holders of shares
In force
 606. Power of court to grant relief
In force
 607. Penalty for contravention of this Chapter
In force
 608. Enforceability of undertakings to do work etc
In force
 609. The appropriate rate of interest
Chapter 7 Share premiums (ss. 610-616)
The share premium account (s. 610)
In force
 610. Application of share premiums
Relief from requirements as to share premiums (ss. 611-615)
In force
 611. Group reconstruction relief
In force
 612. Merger relief
In force
 613. Merger relief: meaning of 90% equity holding
In force
 614. Power to make further provision by regulations
In force
 615. Relief may be reflected in company's balance sheet
Supplementary provisions (s. 616)
Partly in force
 616. Interpretation of this Chapter
Chapter 8 Alteration of share capital (ss. 617-628)
How share capital may be altered (s. 617)
In force
 617. Alteration of share capital of limited company
Subdivision or consolidation of shares (ss. 618-619)
In force
 618. Sub-division or consolidation of shares
In force
 619. Notice to registrar of sub-division or consolidation
Reconversion of stock into shares (ss. 620-621)
In force
 620. Reconversion of stock into shares
In force
 621. Notice to registrar of reconversion of stock into shares
Redenomination of share capital (ss. 622-628)
In force
 622. Redenomination of share capital
In force
 623. Calculation of new nominal values
In force
 624. Effect of redenomination
In force
 625. Notice to registrar of redenomination
In force
 626. Reduction of capital in connection with redenomination
In force
 627. Notice to registrar of reduction of capital in connection with redenomination
In force
 628. Redenomination reserve
Chapter 9 Classes of share and class rights (ss. 629-640)
Introductory (s. 629)
In force
 629. Classes of shares
Variation of class rights (ss. 630-635)
In force
 630. Variation of class rights: companies having a share capital
In force
 631. Variation of class rights: companies without a share capital
In force
 632. Variation of class rights: saving for court's powers under other provisions
In force
 633. Right to object to variation: companies having a share capital
In force
 634. Right to object to variation: companies without a share capital
In force
 635. Copy of court order to be forwarded to the registrar
Matters to be notified to the registrar (ss. 636-640)
In force
 636. Notice of name or other designation of class of shares
In force
 637. Notice of particulars of variation of rights attached to shares
In force
 638. Notice of new class of members
In force
 639. Notice of name or other designation of class of members
In force
 640. Notice of particulars of variation of class rights
Chapter 10 Reduction of share capital (ss. 641-653)
Introductory (s. 641)
In force
 641. Circumstances in which a company may reduce its share capital
Private companies: reduction of capital supported by solvency statement (ss. 642-644)
In force
 642. Reduction of capital supported by solvency statement
In force
 643. Solvency statement
In force
 644. Registration of resolution and supporting documents
Reduction of capital confirmed by the court (ss. 645-649)
In force
 645. Application to court for order of confirmation
In force
 646. Creditors entitled to object to reduction
In force
 647. Offences in connection with list of creditors
In force
 648. Court order confirming reduction
In force
 649. Registration of order and statement of capital
Public company reducing capital below authorised minimum (ss. 650-651)
In force
 650. Public company reducing capital below authorised minimum
In force
 651. Expedited procedure for re-registration as a private company
Effect of reduction of capital (ss. 652-653)
In force
 652. Liability of members following reduction of capital
In force
 653. Liability to creditor in case of omission from list of creditors
Chapter 11 Miscellaneous and supplementary provisions (ss. 654-657)
In force
 654. Treatment of reserve arising from reduction of capital
Partly in force
 655. Shares no bar to damages against company
In force
 656. Public companies: duty of directors to call meeting on serious loss of capital
In force
 657. General power to make further provision by regulations
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