Redemption of shares

View Corporate by content type:

Practice notes

Precedents

Q&As

Featured Corporate content

Brexit legislation tracker

This Practice Note tracks the progress of UK legislation introduced as part of the legislative project associated with the UK’s withdrawal from the

Appointment and re-election of directors—UK listed companies—corporate governance aspects

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good governance in relation to board

Corporate manslaughter—prosecutions tracker

This Practice Note provides a summary of key corporate manslaughter prosecutions and convictions under section 1 of the Corporate Manslaughter and

Appointment, retirement and resignation of a director

BREXIT IMPACT: The information to be given when appointing a corporate director will be affected by Brexit. For further details, see Impact of Brexit

Practice notes

Private company share buybacks—procedure where no payment out of capital under CA 2006, Pt 18, Ch 5

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

6th Oct

In-house

Practice notes

Warranties and indemnities—share purchase

A share purchase agreement (SPA) will typically include warranties and indemnities given by the seller in favour of the buyer.Why warranties and...

26th Sep

Practice notes

Share buybacks—a quick guide

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

5th Oct

Practice notes

Reduction of capital—a quick guide

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. Therefore, a company must...

Produced in partnership with Christopher Field of Dechert 9th Oct

Practice notes

Allotment and issue of shares—introductory points

The allotment of shares and issue of shares is governed by statute and the applicable statutory provisions differ according to the type of company...

13th Oct

Practice notes

Different classes of share capital

This Practice Note considers the nature of shares in a company and the classes into which they can be divided. If a company has shares of different...

25th Sep

Practice notes

Class rights and variation of class rights

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...

8th Oct

In-house

Practice notes

Incorporating a company

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily...

26th Sep

Practice notes

Allotment and issue of shares—private companies with one class of shares

The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment...

13th Oct

In-house

Practice notes

The nature of a limited liability partnership and its legal framework

A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA...

26th Sep

Practice notes

Voluntary striking off and dissolution

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily...

14th Oct

Practice notes

Calling a general meeting (including an AGM)

This Practice Note summarises the law in relation to calling a general meeting of a private company limited by shares or a public company limited by...

25th Sep

In-house

Practice notes

The nature of a general partnership and its legal framework

Sources of partnership lawThe main body of law governing a general partnership formed under English law (as opposed to a limited liability...

25th Sep

Practice notes

Common issues in an intra-group reorganisation

An intra-group reorganisation involves the transfer of group company share capital or group assets between two or more companies in the same corporate...

19th Oct

Practice notes

Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

12th Oct

In-house

Practice notes

Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

12th Oct

Most recent Redemption of shares content

Practice notes

Redemption of shares—procedure

This Practice Note describes the procedure for a limited company to carry out redemption of its redeemable shares.Companies must comply with Part 18...

25th Sep

Practice notes

The Chartered Governance Institute guidance on statement of capital

The details to be included in a statement of capital, where one is required from a company by various provisions of the Companies Act 2006 (CA 2006),...

25th Sep

Precedents

Directors’ statement—payment out of capital for a redemption of shares

Company number: [insert number][insert company name] LimitedPayment out of capital to redeem shares in the companyDirectors’ statementWe, the...

26th Sep

Precedents

Gazette notice of payment out of capital for a redemption of shares

Company number: [insert number][insert company name] Limited(the Company)Payment out of capital for redemption of shares in the companyNotice is...

26th Sep

Precedents

Board minutes of a private limited company approving a redemption of shares and payment out of capital

Company number: [insert company number][insert company name] limitedMinutes of a meeting of the board of directors (the Meeting) of [insert full name...

26th Sep

Precedents

Board minutes of a private or unlisted public company approving a redemption of shares

Company number: [insert company number][insert company name] [LIMITED OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert...

26th Sep

Precedents

Ordinary resolution authorising directors to determine the terms, conditions and manner of a redemption of shares

Ordinary resolutionThat the directors of...

27th Sep

Precedents

Special resolution of a private limited company to approve payment out of capital for a redemption of shares

Special resolutionThat the payment of £[insert amount] out of capital of...

27th Sep

Q&As

Can you convert a share that is redeemable in nature to one that is not redeemable?

We can find no authority confirming that it is possible to convert a redeemable share into a non-redeemable share. The view reached on this question...

28th Sep

Q&As

Can a private limited company redeem shares when it has no distributable or available profits?

Where a private limited company has no distributable or available profits, it could still potentially finance a redemption of shares out of the...

28th Sep

Q&As

What would be suitable wording for a provision of the articles authorising the issue of redeemable shares?

A limited company having a share capital may issue shares that can be redeemed at the option of the company or a shareholder, provided that:•if it is...

28th Sep

Q&As

Does the Takeover Code apply to an unlisted public company on the cancellation of the shares of a retiring member?

This Q&A looks at the position under the City Code on Takeovers and Mergers (Code) where shares in an unlisted public company are being redeemed or...

28th Sep

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 9th Oct

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

12th Oct

Practice notes

The effect of a public company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

12th Oct

Practice notes

Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

12th Oct

Practice notes

Notifying changes in share capital to Companies House—statement of capital

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

12th Oct

Practice notes

Private company redemptions of shares—initial considerations

A limited company that proposes to carry out a redemption of redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006). In...

12th Oct

Practice notes

Public company redemptions of shares—initial considerations

A limited company that proposes to carry out a redemption of redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006). In...

12th Oct

Practice notes

Share capital—glossary of terms

AAIMA securities market owned and operated by the London Stock Exchange plc, with lighter entry requirements and continuing obligations than the main...

19th Oct