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GLOSSARY

Share Capital definition

/ʃɛː/ /ˈkapɪt(ə)l/

Published by a ��Ӱ�� Corporate expert

What does Share Capital mean?

A company’s share capital comprises the number of shares issued to investors either on or after incorporation. The amount of share capital is represented on the company’s balance sheet by available assets.

Share Capital - Legal Definition

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Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist 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: • anything done by ordinary resolution may also be done by special resolution, and • 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...

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Resolutions required to be filed with Companies House—checklist

Resolutions required to be filed with Companies House—checklist Resolutions under the Companies Act 2006 The Companies Act 2006 (CA 2006) specifies certain matters that must be effected by ordinary resolution (ie simple majority) passed by the members of a company, eg the removal of a director. CA 2006 also specifies certain matters which must be effected by special resolution of the company or where the relevant threshold for effecting a matter is 75%. For more information about resolutions, see Practice Note: Member resolutions. Not every resolution passed by the members of a company needs to be filed at Companies House. CA 2006, Pt 3, Ch 3 specifies when resolutions are to be filed with the registrar of companies (ie Companies House). The table below sets out resolutions that are required under CA 2006 to be filed with Companies House. Resolution/threshold requirement Matter Regulation in relevant SI/section in CA 2006 Special resolution Any special resolution (for a list of special resolutions, see checklist: Special resolutions and other resolutions requiring 75%...

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Listed company share buybacks (on-market)—flowchart

Listed company share buybacks (on-market)—flowchart 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

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Private company share buybacks (payment out of capital under CA 2006, Pt 18, Ch 5)—flowchart

Private company share buybacks (payment out of capital under CA 2006, Pt

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Will interpretation—property passing on death

Will interpretation—property passing on death Rules relating to the construction of Wills have developed over many years and those surrounding the interpretation of dispositions were quite unclear due to the differing rules relating to personalty and realty. This was changed by the statutory effect of the Administration of Justice Act 1982 (AJA 1982). The case of Marley v Rawlings confirmed that the modern approach is to ascertain the testator’s intention from their words. While no longer as definitive as they were previously, many of the previous rules remain a helpful starting point. On the basis of the caselaw in this area, practitioners are advised to use only precedents that are in common usage and not to depart from them without careful consideration. References to property in a Will speak from the date of death A reference to real and/or personal property (for a discussion of real and personal estate, see Practice Note: Devolution of assets and the need for a grant) in a Will speaks from the...

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Statement of Changes in Immigration Rules, HC 693—analysis [Archived]

Statement of Changes in Immigration Rules, HC 693—analysis [Archived] This analysis covers the main changes to the Immigration Rules (the Rules) set out in HC 693 that are likely to be of most interest to business immigration advisers. It is possible to navigate to specific topics quickly using the Contents bar at the bottom of the page. HC 693 was issued on 16 October 2014 and covers a wide range of new measures including: • the introduction of new procedural rules and Appendix AR, which covers the administrative review (AR) procedure which replaces appeal rights for Tier 4 students and their family members, who have not made a human rights or protection claim • substantive changes to the Tier 1 (Investor) category, further to the government's consideration of a related report from the Migration Advisory Committee which was published earlier in the year • what many commentators are calling the 'final death knell' of the Points-Based System (PBS), with the introduction of genuineness and related subjective tests into...

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Discover our 1062 Practice Notes on Share Capital

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Finance provisions—joint venture shareholders’ agreement

ALTERNATIVE 1: PROVISION FOR FUTURE LOANS BY SHAREHOLDERS Clause 1 Insert a new definition as follows (if not already included): Respective Proportion means, in relation to a Shareholder, the proportion which the number of Shares held by that Shareholder bears to the total number of issued Shares of the Company; Replace clause 9.3 with the following new clauses 9.3 and 9.4: 9.3 In the event that, at any time during the term of this Agreement, any such borrowings are not available or do not satisfy the working capital requirements of the Company as determined by the Board, each of the Shareholders, when requested from time to time, lend to the Company its Respective Proportion of the amount specified by the...

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Articles of association—right to manage company

Articles of association of a rtm company The companies act 2006 Articles of association of [insert name] rtm company limited a company limited by guarantee and not having a share capital

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Dive into our 503 Precedents related to Share Capital

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Can the write-off of a loan made by one company to another be a distribution under Part 23 of the Companies Act 2006, where both the lending company and the borrowing company have the same majority shareholder?

Can the write-off of a loan made by one company to another be a distribution under Part 23 of the Companies Act 2006, where both the lending company and the borrowing company have the same majority shareholder? We can find no direct authority confirming that the write-off of a loan made by one company to another, where both the lending company and the borrowing company have the same majority shareholder, is a distribution under Part 23 of the Companies Act 2006 (CA 2006) or that it is not. There is a possibility that a court could view such a transaction as a distribution for these purposes and some careful analysis of the law and the facts will be necessary. However, Stakefield (Midlands) and others v Doffman and another provides some useful guidance. The court found that the waiver by a company (S Ltd) of certain loans owed to it by other companies associated with it (by virtue of two of the shareholder/directors of S Ltd...

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Can a company enter into a single share buyback contract that contemplates a number of proposed share buybacks, each to complete on a different date?

Can a company enter into a single share buyback contract that contemplates a number of proposed share buybacks, each to complete on a different date? This Q&A considers whether, where a company is contemplating a number of share buybacks, it must enter into separate share buyback contracts each dealing with a single proposed share buyback or whether it may enter into a single share buyback contract that deals with all the proposed share buybacks, each to complete on a different date. It is assumed that the company in question is a private company limited by shares proposing to buy back shares off-market and that the proposed share buyback is not for the purposes of, or pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006). The contract required for an off-market share buyback (unless it is a share buyback for the purposes of, or pursuant to, an employees’ share scheme) must be approved by a shareholder resolution, rather than...

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Standing in liquidation applications (McAteer v Hat & Mitre plc)

Restructuring & Insolvency analysis: In an unusual case on the facts, the Court of Appeal held that an unregistered transfer of shares was sufficient for the applicant to be treated as member of a company and, therefore, to be a contributory of the company for the purposes of the Insolvency Act 1986 (IA 1986). As a contributory, the applicant was entitled to apply to the court for certain relief in its liquidation. The applicant held 0.02% of the company’s share capital (although his name had not been entered into its register of members). None of the other shareholders supported his proposals. The court confirmed that the wishes of the majority should be taken into account in applications of this kind and, accordingly, the applicant’s interest would be ‘drowned’ by the majority. The court also considered whether, on the basis of his technical standing as a contributory, the applicant could seek relief which would trigger certain pre-emption and/or option rights contained in agreements with the company’s shareholders. The court held that...

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Tax weekly highlights—12 September 2024

This week's edition of Tax weekly highlights includes: (1) the Budget Responsibility Act 2024 receiving Royal Assent on 10 September 2024, (2) HMRC’s publication of new transfer pricing guidelines, (3) the making of regulations effecting the extension of the sunset date for EIS and VCT reliefs to 5 April 2035, and (4) News Analysis of the FTT’s decision in Barclays Service Corporation in respect of VAT grouping.

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