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Practice notes
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 9th Nov
Practice notes
Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...
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9th Nov
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 9th Nov
Practice notes
This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 9th Nov
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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9th Nov
Practice notes
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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9th Nov
Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...
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Produced in partnership with Tessa Park of Moore Kingston Smith 9th Nov
Practice notes
As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...
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9th Nov

Most recent Share capital content

Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the Pre-Emption Group published a statement recommending that investors...
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1st Dec
Practice notes
A pre-emption right is a right of first refusal to purchase shares, given to an existing holder of ordinary shares on an allotment of equity...
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1st Dec
Practice notes
With some exceptions, the directors of a company must not exercise any power of the company to allot shares in the company or to grant rights to...
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1st Dec
Practice notes
A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
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1st Dec
Q&As
Section 583(3) of the Companies Act 2006 (CA 2006) sets out the definition of ‘cash consideration’, as follows:‘(3) A “cash consideration” means—(a)...
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1st Dec
Practice notes
Any dividend or other distribution of a company received by a company within the charge to corporation tax is subject to corporation tax on income,...
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29th Nov
Practice notes
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: The government is asking for views on the principles and design...
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29th Nov
Practice notes
Any dividend or other distribution of a company is subject to corporation tax unless that distribution is exempt.There are two sets of exemptions for...
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29th Nov
Practice notes
This Practice Note explains the rules that apply to distributions made to UK resident and domiciled individuals on or after 6 April 2016.The way in...
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29th Nov
Practice notes
What is a dividend reinvestment plan and why do companies offer them?A dividend reinvestment plan (DRIP) is a plan under which a company (almost...
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29th Nov
Practice notes
What is a scrip dividend and why do companies make them?A scrip dividend, also referred to as a scrip or stock issue, a stock dividend or a scrip...
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29th Nov
Practice notes
Coronavirus (COVID-19) impact on stamp duty process: During the coronavirus outbreak, the Stamp Office is temporarily only accepting electronic...
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29th Nov
Precedents
HMRC—Stamp Office[insert HMRC Stamp Office address]Application for stamp duty group relief under section 42 of the Finance Act 1930 (as amended)in the...
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29th Nov
Q&As
As detailed in Practice Notes: Stamp duty on transfers—consideration and calculation and Stamp duty and SDRT on the sale of certificated registered UK...
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29th Nov
Q&As
As explained in Practice Note: Stamp duty on transfers—consideration and calculation, an instrument transferring stock or marketable securities, such...
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29th Nov
Q&As
Where an appointment or nomination of any person to the office of liquidator relates to more than one person or has the effect that the office is to...
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29th Nov
Practice notes
The law and practice relating to distributions made by a company, as it applies to all types of company, is set out in this Practice Note.A dividend...
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25th Nov
Practice notes
Distribution is given a wide definition for the purpose of Part 23 of the Companies Act 2006 (ss 829–853) (CA 2006), meaning every description of...
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25th Nov
Q&As
It is assumed for the purposes of this Q&A that the shares being transferred by the transferor to the transferee are fully paid certificated shares...
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Produced in partnership with Steven Papadopoulos 24th Nov
Q&As
If a company is formed with no limit on the liability of its members, the company is an ‘unlimited company’ (section 3(4) of the Companies Act 2006...
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24th Nov

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