Part 17 A Company's Share Capital (ss 540-657)
Part 17 A Company's Share Capital (ss 540-657)
Companies Act 2006 | Legislation


(1)     In the Companies Acts “share”, in relation to a company, means share in the company's share capital.

(2)     A company's shares may no longer be converted into stock.

(3)     Stock created before the commencement of this Part may be reconverted into shares in accordance with section 620.

(4)     In the Companies Acts—

(a)     references to shares include stock except where a distinction between share and stock is express or implied, and

(b)     references to a number of shares include an amount of stock where the context admits of the reference to shares being read as including stock.

541 Nature of shares

The shares or other interest of a member in a company are personal property (or, in Scotland, moveable property) and are not in the nature of real estate (or heritage).

542 Nominal value of shares

(1)     Shares in a limited company having a share capital must each have a fixed nominal value.

(2)     An allotment of a share that does not have a fixed nominal value is void.

(3)     Shares in a limited company having a share capital may be denominated in any currency, and different classes of shares may be denominated in different currencies.

But see section 765 (initial authorised minimum share capital requirement for public company to be met by reference to share capital denominated in sterling or euros).

(4)     If a company purports to allot shares in contravention of this section, an offence is committed by every officer of the company who is in default.

(5)     A person guilty of an offence under this section is liable—