Company law notes fully updated for recent exams in the UK. These notes cover all the major LLB company law cases and so are perfect for anyone doing an LLB in the UK or a great supplement for those doing LLBs abroad, whether that be in Ireland, Canada, Hong Kong or Malaysia (University of London). These notes were formed directly from a reading of the cases and main texts and are vigorous, concise and very well written.
Everything is conveniently split up by topic as you can see by the list o...
The following is a more accessible plain text extract of the PDF sample above, taken from our Company law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
LEGAL CAPITAL - NOTES
Capital Formation
Payment For Shares
Par or nominal value
section 580: shares must have a fixed par or nominal value
this price is set by founders of company when it is created
Premium
shares however are commonly sold at a at a premium
i.e. price above the par value
this price can be set by directors
are under duty to obtain best price when doing this (directors’ duties)
Shearer [1980]
s.610: share premiums must be treated as though they are capital
i.e. company must maintain value of share premiums (and not merely the par)
Paid Up Capital Requirements
‘Paid-up’ share capital: amount of capital money company has received in payment in respect of its issued shares
s.610(4): paid-up capital does not include share premiums
Shares may be fully, partly or nil paid up.
nil/partly: i.e. none or only some of par value is paid at time of issue, but rest later
Minimum paid up requirement:
private companies
no minimum amount that must be paid-up on issuance
i.e. can be allotted on a nil paid, partly paid or fully paid basis
public companies
s.586: shares issued must be paid up as to:
quarter of the par value
the whole of the premium
penalties
if s.586 not complied with, C must pay minimum amount required to be paid up by company + premium value
no court relief possible
No Discount Rule
s.580: shares cannot be sold for less than their par value (‘no discount rule’)
Penalties
s.580(2): if C receives shares for less than par value, liable to pay difference + interest
no court relief possible
Consideration Requirements
Section 582: shares can be bought for cash or non-cash consideration
Cash: includes cash, cheque, an undertaking to pay cash at later date, the release of a liability for a sum of money
Public companies
Par or premium value of shares cannot be paid for by consideration in form of either:
s.585: work or services
s.587: ‘long term undertakings’
i.e. to do something more than 5 years in future
s.597: undertaking to do something within 5 years, which C fails to do so within period of time allowed by contract
s. 593: any other non-cash consideration permissible only provided it has been independently valued
procedure for valuation laid down in s.596-603
e.g. shares in return for property
Exceptions to Independent Valuation
s.594: 2 statutory exceptions to rule that non-cash consideration must be valued:
takeover exemption
i.e. where company issues shares in return for some or all of shares in another company
exemption applies to allotments ‘in connection with’ arrangement of this nature
Ferran: thus possible that consideration falls under exemption where it is partly made up of shares in a company (even if most of the value of the consideration comes from other non-cash assets)
mergers exemption
i.e. where company issues shares in return for offer to acquire all the assets and liabilities of another company in return
however s.594(6): exemption only applies where the takeover/merger is carried out via court order (i.e. so that court can make its own valuation of shares)
Penalties
Penalties for breach
s.585: C liable to full payment of par (or so much as is required to be paid up) and premium value of shares + interest
s.591: however any undertaking provided by C is still enforceable by company
Relief from liability
s.589 + 606: court may grant C relief from liability if this is just and equitable
s.589 + 606: as general principle, company should receive consideration worth par value (or so much as is required to be paid up) + premiums
thus “very good reasons” required for court to relieve liability if relief would mean company had not received sufficient value for shares
Re Bradford Investments (No. 2) [1991]
Contrast Re Ossory Estates [1988]
various factors in s.589+606 which court must take into account
i.e. is company likely to receive payment/performance at all?
Private companies
Court will only interfere if non-cash consideration offered is colourable or illusory
fact that company has massively overpaid for the consideration does not suffice
Re Wragg [1897]
Seems that only consideration which is blatantly bad suffices to impeach transaction
e.g. no-discount rule is breached
Other Issues
Subsequent holders
s.588+605: subsequent holders of shares issued in breach of above rules are joint and severally liable in respect of money owed
this is case unless subsequent holder is bona fide purchasers without notice
if subsequent holder has actual notice of facts, is not bona fide
this case even if C does not know those facts actually amount to a breach
System Controls [1990]
court may likewise relieve subsequent holder from liability
Criminal offence
s. 590+607: company and defaulting officers are criminally liable for breaches of rules relating to payment
Minimum Capital
Public company
Section 761-767: public company must have minimum capital of 50,000
of which at least 12,500 must be paid-up
Private company
no minimum capital requirement in private company
i.e. is permissible for shares to be nil paid-up (see above)
Consequences
even if value of company’s assets falls below minimum capital, can still continue to trade
s.656: company comes under publicity requirements in event its assets fall very far below value of its capital
Regulation of Share Allotment
Danger that directors will abuse power to issue shares.
dilute investment of existing shareholders
e.g. if new shares are offered at a discount to the market value of the shares, the average value of the shares goes down . This causes a net loss in current members’ investment
dilute voting strength of current members
Part protection comes from directors’ duties (s.171) and unfair prejudice remedy.
However are specific remedies in Companies Act 2006.
Section 549: directors are only permitted to allot shares in accordance with the Act
i.e. do not have power to do so under their general power to manage company
Power to Issue...
Buy the full version of these notes or essay plans and more in our Company law Notes.
Company law notes fully updated for recent exams in the UK. These notes cover all the major LLB company law cases and so are perfect for anyone doing an LLB in the UK or a great supplement for those doing LLBs abroad, whether that be in Ireland, Canada, Hong Kong or Malaysia (University of London). These notes were formed directly from a reading of the cases and main texts and are vigorous, concise and very well written.
Everything is conveniently split up by topic as you can see by the list o...
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