Q&As

Can a shareholder in a private limited company pay amounts outstanding on their partly paid shares through the set-off of sums owed by the company to that shareholder?

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Published on LexisPSL on 20/06/2019

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can a shareholder in a private limited company pay amounts outstanding on their partly paid shares through the set-off of sums owed by the company to that shareholder?

Whether a sums owed by a private limited company to a shareholder can be used to pay up that shareholder’s partly paid shares depends on whether such set-off constitutes valid payment for the amount remaining unpaid on that shareholder’s shares for the purposes of the Companies Act 2006 (CA 2006).

CA 2006 sets out various restrictions and requirements in relation to payment for shares.

Any company (whether public or private) that allots shares:

  1. must not allot the shares at a discount, ie for less than their nominal value (CA 2006, s 580), and

  2. may, if so authorised by its articles of association, provide for there to be differences between the shareholders as to the amounts to be paid up on allotment of the shares and the times that those outstanding paymen

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