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The fixed par value or face value of a share or other financial instrument as defined in CA 2006, s 542. The market value of the share may thus be lower or higher than the nominal value. Any value above the nominal value is called the share premium.
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Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006鈥攃hecklist Special resolutions The Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares. If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions. Note that: 鈥 anything done by ordinary resolution may also be done by special resolution, and 鈥 in addition to complying with the requirements of CA 2006, it may be necessary to comply with the requirements of any shareholders' agreement (or other governing document) as...
How to place a company into MVL鈥攃hecklist and timeline Where it is proposed to wind up a solvent company voluntarily, the directors may at a board meeting make a statutory declaration of solvency that having made a full inquiry into the company鈥檚 affairs they have formed the opinion that the company will be able to pay its debts in full, together with interest at the official rate, within a period not exceeding 12 months from the commencement of the winding-up. See Practice Notes: 鈥 What is a members鈥 voluntary liquidation and when is it typically used? 鈥 MVL鈥攖he information and documents to be provided to the liquidator by the company It should be noted that where the directors have made a statutory declaration, the company enters into members鈥 voluntary liquidation (MVL). If no such declaration is made, the company enters into creditors鈥 voluntary liquidation. See Practice Notes: 鈥 Placing a company into MVL 鈥 What is a statutory declaration of solvency and what happens if a false declaration of solvency...
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Open offers This Practice Note focuses on the key aspects of open offers and the matters that require consideration when an open offer is being carried out by a company either: 鈥 admitted to listing on the official list (Official List) of the Financial Conduct Authority (FCA) and to trading on the main market for listed securities of the London Stock Exchange (LSE) (Main Market) (listed company), or 鈥 admitted to trading on AIM, a market operated by the LSE (AIM company) (both a listed company and an AIM company being a company). It does not cover placings or rights issues. For information on these transactions see Practice Notes: Placings, A guide to cash box placings, Rights issues鈥攌ey considerations and Rights issue鈥攑rocedure for a listed company. What is an open offer? An open offer is: 鈥 an offer made by a company to existing shareholders 鈥 to subscribe for or purchase new shares (or other securities) for cash 鈥 in proportion to their holdings, ie a...
础耻诲颈迟鈥撵耻苍诲补尘别苍迟补濒蝉 STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime鈥攆undamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. In the UK, the audit of accounts and reports is governed by the Companies Act 2006 (CA 2006), Parts 16 and 42. Under CA 2006, s 475, a company is required to have its annual accounts for a financial year audited in accordance with CA 2006, Pt 16, unless the company can...
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Board minutes鈥攑rivate M&A鈥攕hare purchase鈥攃ompletion鈥攖arget Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR PLC] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company鈥檚 articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company鈥檚 articles of association] (by [insert other means]] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [insert name] was appointed Chair of the Meeting. The Chair reported that due...
Resolution鈥攕ub-division of shares ORDINARY RESOLUTION THAT [subject to and conditional upon [insert any conditions relating to the exercise of the power to sub-divide shares], ] [[insert number] OR all of the] [insert class] shares of [insert nominal value] each in the capital of the Company [held by [insert
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Does a public company which allots shares as opposed to paying cash as consideration for a target private limited company's shares act in contravention of the Companies Act 2006, s 586? Allotting shares in a public company: In terms of an allotment of shares our Practice Note: Allotment and issue of shares鈥攊ntroductory points provides useful guidance on the issue, including relating to preliminary considerations, payment for shares allotted and post-allotment actions. The preliminary considerations will be relevant as the articles of association of the company may contain any general restrictions in relation to the allotment of shares, and also whether there are pre-emption rights that will apply to the proposed allotment. Depending on whether the public company in question is a listed or unlisted public company, the following two Practice Notes: Allotment and issue of shares鈥攍isted public companies and Allotment and issue of shares鈥攑rivate companies with more than one class of share and public unlisted companies may be useful. Both Practice Notes discuss the procedure for...
Can a private company limited by shares carry out a rights issue? A rights issue is an offer of shares to existing shareholders of a company, which gives them the right to subscribe for additional shares in proportion to their existing shareholding in the shares of the company, eg, a right for each shareholder to subscribe for one new share for every five shares that they hold. The shares are usually offered to the existing shareholders by means of renounceable letters or other negotiable instruments. If a company wants to raise new capital through an issue of its ordinary shares for cash, it is prima facie obliged by section 561 of the Companies Act 2006 (CA 2006) to do so by means of a rights issue in favour of its existing shareholders. CA 2006, s 561 sets out statutory pre-emption rights and states that a company must not allot equity securities to a person on any terms unless: 鈥 it has made an offer to each holder of...
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This week's edition of Corporate weekly highlights includes: final Regulations to align company law provisions for limited liability partnerships with recent reforms in the Economic Crime and Corporate Transparency Act 2023; the publication of a Policy Statement by the Financial Conduct Authority to set out its plans for enhancing the National Storage Mechanism; the publication of a government assessment report on the National Security and Investment Act and the coming into force of the EU Gender Balance Directive.
Tax analysis: A summary of the key business tax announcements made in the Autumn Budget on 30 October 2024. Key announcements include an increase to the rate of employer National Insurance contributions (NICs) combined with a reduction in the secondary threshold, an increase to the capital gains tax (CGT) rate for carried interest, as well as announcement of a revised regime for carried interest from 2026, the publication of the Corporate Tax Roadmap, which confirms numerous items including that the corporation tax rate will be capped at 25% for the duration of the current Parliament, an increase to the stamp duty land tax (SDLT) higher rates and an increase to CGT rates applicable to disposals qualifying for business asset disposal relief and investors鈥 relief. Expert comment provided by Blick Rothenberg, Boodle Hatfield, Bryan Cave Leighton Paisner, Burges Salmon, CMS Cameron McKenna Nabarro Olswang, Eversheds Sutherland, Gateley Legal, Herbert Smith Freehills, Macfarlanes, Pinsent Masons, PKF Francis Clark, Proskauer, Pump Court Tax Chambers and Taylor Wessing.
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