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GLOSSARY

Share Capital definition

Copyright © 2025 LexisNexis

/ʃɛː/ /ˈkapɪt(ə)l/

Published by a LexisNexis 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.

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Listing requirements and continuing obligations—premium listing and standard listing—prior to 29 July 2024

Listing requirements and continuing obligations—premium listing and standard listing—prior to 29 July 2024 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 such as the shell companies, secondary listing and closed ended investment fund categories. The UK Listing Rules sourcebook came into force to implement the changes and the Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This checklist reflects the listing regime prior to 29 July 2024 and has been retained for reference purposes. This checklist compares the listing requirements and key continuing obligations that previously applied to a commercial company with a listing of equity securities on the premium and standard listing segments prior to 29 July 2024. Requirements for listing—prior to 29 July 2024...

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Key UK tax considerations for returning value to shareholders—comparative table

Key UK tax considerations for returning value to shareholders—comparative table The table below sets out different methods by which a company can return value to shareholders and summarises the key UK tax considerations relevant to each structure. In all cases, it is assumed that: • the company returning value is UK incorporated and tax resident • if the shareholder is a company, the shareholder is UK resident • if the shareholder is an individual, the individual has not claimed the remittance basis of taxation for periods prior to 6 April 2025 and is not taxed pursuant to the foreign income and gains regime, the temporary repatriation facility or other post-6 April 2025 transitional rules (for which see, Practice Notes: The abolition of the remittance basis of taxation from 2025–26, Foreign income and gains regime from 6 April 2025 and Temporary repatriation facility—FAQs) • the shareholder does not hold shares in the company as a nominee or trustee for any other person, and • the shareholder holds the shares as an...

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Funding an employee benefit trust

Funding an employee benefit trust This Practice Note covers the following issues in relation to the funding of an employee benefit trust (EBT): • practical aspects of funding an EBT • financial assistance—the background • financial assistance—the current position • relevance of financial assistance to EBTs • financial assistance—exemptions • the employees’ shares scheme exemption • consequences of non-compliance of the financial assistance provisions • tax implications for close companies which fund EBTs, and • corporation tax relief in respect of EBT funding Practical aspects of funding an EBT When an EBT is first set up, it needs to be provided with initial financing, as a trust cannot exist without initial trust assets. It is common for a nominal amount, for example £100, to be settled on the trustee in order to establish the EBT (for further details, see Practice Note: Setting up an EBT). However, after the EBT has established, other funding can be provided. This may be by way of: • voluntary contribution • loan...

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Issue of redeemable shares

Issue of redeemable shares A limited company having a share capital may issue redeemable shares. Redeemable shares are a statutory concept contained in the Companies Act 2006 (CA 2006), which includes detailed provisions relating to the terms, manner, financing and timing of their redemption. A redemption of shares by a limited company having a share capital will be void unless it is carried out in accordance with CA 2006, Pt 18 (CA 2006, ss 658–737), which sets out the statutory framework within which a limited company is permitted to acquire its own shares. In addition, if such a company purports to redeem shares without complying with CA 2006, Pt 18, an offence is committed by the company and every one of its officers in default. A person guilty of such an offence is liable: • on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both), or • on summary conviction in England and Wales, to imprisonment for a term not...

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Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

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Facility letter (term loan): single company borrower—bilateral—unsecured

Facility letter (term loan): single company borrower—bilateral—unsecured [TO BE PRINTED ON THE HEADED PAPER OF THE LENDER] [insert name and address of borrower] [insert date] Dear [insert full name of borrower] We offer to place at your disposal a Sterling loan facility in the aggregate principal amount of £[insert amount in figures] ([insert amount in words] Sterling) [for the purpose of [insert details]] on the following terms and conditions: 1 Definitions 1.1 In this letter, unless otherwise provided: Base Rate • means the base rate of [the Lender OR [insert name of Bank]] for the time being and from time to time; Borrower • means [insert name of company], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address]; Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Commitment Expiry Date • means the earlier of the date falling [insert number]...

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Is there any authority for the proposition that a charity could be ordered to provide security for costs?

Is there any authority for the proposition that a charity could be ordered to provide security for costs? A charitable company will typically base its constitution or governing document on the articles of association for a company limited by guarantee (see Precedent: Model articles—private company limited by guarantee—companies incorporated on or after 28 April 2013). For an alternative set of articles published by the Charity Commission (the Commission) see: Articles of association for a charitable company not having a share capital on the Commission website (where a variety of further governing documents, depending on the exact structure required, may also be accessed). For further information on different charitable structures and links to all relevant external sources, see Practice Note: Charities—governing documents. As noted in the Practice Note: Security for costs—requirements and conditions (CPR 25.27), CPR

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What details should a company record in the PSC register?

What details should a company record in the PSC register? A company’s people with significant control (PSC) register must never be empty. The company must, using the prescribed wording, update its register as regards any general circumstances or investigative steps that it is currently engaged in. This may be as simple as confirming that there are no registrable PSCs or RLEs in relation to the company. It is therefore likely that any register should have an open section in which to record such information. Once a particular PSC or RLE comes forward or is otherwise identified (or being actively investigated), it would seem appropriate to open up a ledger or account against that individual or entity's name. Information required under CA 2006, s 790K can then be entered accordingly, as can any other official wording as to the investigation or enforcement process in relation to that individual or entity: • Required particulars (including type of control): ◦ PSCs: name, date of birth, nationality, country or...

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Mccann Fitzgerald-led aib €1.2bn buyback set in motion

Law360, London: Dublin-based lender AIB Group plc said 8 May 2025 it has agreed to repurchase €1.2bn worth of its shares from the Irish state as it moves to further reduce the government's stake from its crisis-era financial bailout.

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Competition weekly highlights—17 April 2025

This week's edition of Competition weekly highlights includes, from a UK perspective: (1) the Court of Appeal's judgment dismissing an appeal against a CAT ruling approving litigation funding arrangements regarding a damages action brought against Apple alleging abuse of dominance in the supply of Apple iPhones, (2) publication by Ofwat of its revised approach to water and wastewater mergers, (3) the CMA's decision to fine Keysight Technologies for failing to provide documents to the CMA during a phase 1 merger investigation, and (4) the CMA's decision to launch a call for inputs to inform its review of the Subsidy Control Act 2022.

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