The Companies (Share Capital and Acquisition by Company of its Own Shares) Regulations 2009

• Citation: S.I. 2009/2022
• Sections: 5

Section 1 Citation and commencement

(1) These Regulations may be cited as the Companies (Share Capital and Acquisition by Company of its Own Shares) Regulations 2009.

(2) They come into force on 1st October 2009.

Section 2 Rights issues

In section 562(5) of the Companies Act 2006 (communication of pre-emption offers to shareholders: minimum period during which offer may be accepted) for “21 days” substitute “14 days”.

Section 3 Reduction of capital: creditor protection

In section 646(1) of the Companies Act 2006 (application to court for order confirming reduction of share capital: creditors entitled to object)—

(a) after “who” insert “— (a)”, and

(b) after “admissible in proof against the company” insert—

, and

(b) can show that there is a real likelihood that the reduction would result in the company being unable to discharge his debt or claim when it fell due,

Section 4 Acquisition by company of its own shares

(1) In each of sections 694(5), 697(4) and 700(4) of the Companies Act 2006 (authority for off-market purchase, variation of contract for off-market purchase and release of off-market purchase rights: public companies) for “18 months” substitute “five years”.

(2) In section 701(5) of the Companies Act 2006 (authority for market purchase) for “18 months” substitute “five years”.

Section 5 Treasury shares

(1) Section 725 of the Companies Act 2006 (treasury shares: maximum holdings) is repealed.

(2) Any outstanding obligation to dispose of or cancel excess shares arising under section 725(3) of that Act (duty to dispose of excess shares) shall cease to exist on 1 st October 2009, whether or not the period mentioned in that provision has expired, but this is subject to paragraph (3).

(3) This amendment does not affect any liability under section 732 of that Act (treasury shares: offences) in respect of a failure to comply with section 725(3) where the period mentioned in that provision expired before 1 st October 2009.