The Companies (Shares and Share Capital) Order 2009

• Citation: S.I. 2009/388
• Sections: 5

Section 1 Citation, commencement and interpretation

(1) This Order may be cited as the Companies (Shares and Share Capital) Order 2009 and shall come into force on 1st October 2009.

(2) In this Order, a reference to a section is a reference to a section of the Companies Act 2006.

Section 2 Statements of capital, and returns of allotment by unlimited companies: prescribed particulars of the rights attached to shares

(1) The particulars in paragraph (3) are prescribed for the purposes of the provisions in paragraph (2).

(2) The provisions are—

(a) section 10(2)(c)(i);

(b) section 32(2)(c)(i);

(c) section 108(3)(c)(i);

(d) section 555(4)(c)(i);

(e) section 556(3);

(f) section 619(3)(c)(i);

(g) section 621(3)(c)(i);

(h) section 625(3)(c)(i);

(i) section 627(3)(c)(i);

(j) section 644(2)(c)(i);

(k) section 649(2)(c)(i);

(l) section 663(3)(c)(i);

(m) section 689(3)(c)(i);

(n) section 708(3)(c)(i); and

(o) section 730(5)(c)(i).

(3) The particulars are—

(a) particulars of any voting rights attached to the shares, including rights that arise only in certain circumstances;

(b) particulars of any rights attached to the shares, as respects dividends, to participate in a distribution;

(c) particulars of any rights attached to the shares, as respects capital, to participate in a distribution (including on winding up); and

(d) whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder.

Section 3 Prescribed information for a return of an allotment by a limited company

(1) The information in paragraph (2) is prescribed for the purposes of section 555(3)(a) (information to be contained in a return of an allotment by a limited company).

(2) The information is—

(a) the number of shares allotted;

(b) the amount paid up and the amount (if any) unpaid on each allotted share (whether on account of the nominal value of the share or by way of premium); and

(c) where the shares are allotted as fully or partly paid up (as to their nominal value or any premium on them) otherwise than in cash, the consideration for the allotment.

Section 4 Shares deemed paid up in or allotted for cash, and sale of treasury shares for a cash consideration: meaning of cash consideration

(1) The creation of an obligation on the part of a settlement bank to make a relevant payment in respect of the allotment of a share to a system-member by means of a relevant system is to be regarded as a means of payment falling within section 583(3)(e).

(2) The creation of an obligation on the part of a settlement bank to make a relevant payment in respect of the payment up of a share by a system-member by means of a relevant system is to be regarded as a means of payment falling within section 583(3)(e).

(3) The creation of an obligation on the part of a settlement bank to make a relevant payment in respect of the transfer by a company to a system-member, by means of a relevant system, of a share held by the company as a treasury share is to be regarded as a means of payment falling within section 727(2)(e).

(4) In this article—

(a) the expressions “Operator”, “relevant system”, “rules”, “settlement bank” and “system-member” have the meanings given in the Uncertificated Securities Regulations 2001 ; and

(b) “relevant payment” means a payment in accordance with the rules and practices of an Operator of a relevant system.

Section 5 Redemption or purchase of own shares out of capital by a private company: prescribed form of, and information with respect to the nature of the company’s business to be contained in, a directors’ statement

(1) The directors’ statement required by section 714 (directors’ statement to be made where a private company makes a payment out of capital for the redemption or purchase of its own shares) must—

(a) be in writing;

(b) indicate that it is a directors’ statement made under that section; and

(c) be signed by each of the company’s directors.

(2) The statement must state—

(a) whether the company’s business includes that of a banking company; and

(b) whether its business includes that of an insurance company.