s 45 Power of company to redeemable
(1) Subject to the following provisions of this Part of this Act, a company limited by shares or limited by guarantee and having a share capital. may, if authorised to do so by its articles, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or the shareholder. (2) No redeemable shares may be issued at any time when there are no issued shares of the company which are not redeemable. (3) Redeemable shares may not be redeemed unless they are fully paid. (4) The terms of redemption must provide for payment on redemption. (5) Subject to subsection (6) below and sections 54 and 59(4) of this Act— (a) redeemable shares may only be redeemed out of distributable profits of the company or out of the proceeds of a fresh issue of shares made for the purposes of the redemption ; and (b) any premium payable on redemption must be paid out of distributable profits of the company. (6) Where the redeemable shares were issued at a premium, any premium payable on their redemption may be paid out of the proceeds of a fresh issue of shares made for the purposes of the redemption, up to an amount equal to— (a) the aggregate of the premiums received by the company on the issue of the shares redeemed ; or c. 62 Companies Act 1981 (b) the current amount of the company’s share premium account (including any sum transferred to that account in respect of premiums on the new shares) ; whichever is the less; and in any such case the amount of the company’s share premium account shall be reduced by a sum corresponding (or by sums in the aggregate corresponding) to the amount of any payment made by virtue of this subsection out of the proceeds of the issue of the new shares. (7) Subject to the provisions of this Part of this Act, the redemption of shares under this section may be effected on such terms and in such manner as may be provided by the articles of the company. (8) Shares redeemed under this section shall be treated as cancelled on redemption, and the amount of the company’s issued share capital shall be diminished by the nominal value of those shares accordingly; but the redemption of shares under this section by a company shall not be taken as reducing the amount of the company’s authorised share capital. (9) Without prejudice to subsection (8) above, where a company is about to redeem any shares under this section it shall have power to issue shares up to the nominal amount of the shares to be redeemed as if those shares had never been issued. (10) For the purposes of section 47 of the Finance Act 1973 the issue of shares by a company in place of shares redeemed under this section shall constitute a chargeable transaction if, and only if, the actual value of the shares so issued exceeds the value of the shares redeemed at the date of their redemption ; and where the issue of the shares does constitute a chargeable transaction for the purposes of that section, the amount on which stamp duty on the relevant document relating to that transaction is chargeable under subsection (5) of that section shall be the difference between— (a) the amount on which that duty would be so chargeable if the shares had not been issued in place of shares redeemed under this section ; and (b) the value of the shares redeemed at the date of their redemption. (11) Subject to subsection (12) below, for the purposes of subsection (10) above shares issued by a company— (a) up to the nominal amount of any shares which the company has redeemed under this section ; or (b) in pursuance of subsection (9) above before the redemption of shares which the company is about to redeem under this section ; Companies Act 1981 c. 62 shall be regarded as issued in place of the shares redeemed or (as the case may be) about to be redeemed under this section. (12) Shares issued in pursuance of subsection (9) above shall not be regarded for the purposes of subsection (10) above as issued in place of the shares about to be redeemed unless those shares are redeemed within one month after the issue of the new shares.