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Core Module: BLP Paper A

Company Law - Private Limited Companies

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Shares Share Capital Class Rights Variation of class rights Protecting Minority interests

Shares and Share Capital Shares [general info]:

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S.540(1) Shares = shares in the company's share capital

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S.541: shares are personal property

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S.542(1): shares in limited company having a share capital must each have fixed nominal value.

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Model Article 21: all shares must be FULLY paid up (exception for subscriber shares) Is it legal:

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S.755: a private company is prohibited from offering to sell shares to the public (for cash or otherwise).

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S.756: meaning of "public offers" - an offer to any section of the public, however selected.

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It is not a criminal offence however. Filing requirements [shareholdings]

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On Statutory books only (i.e. no requirement to file at CH)

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However, Annual Returns contain details of membership.

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S.113: Sets out what information needs to be recorded

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S.123: applies if company has only ONE member - statement to that effect must be filed.

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S.126: only record legal title (i.e. no notice of trust)

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S.114: register to be kept at office (but note S.1136 - can be held elsewhere so long as CH is notified)

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S.116-119: rights to inspect and require copies of the register - this is LIMITED right however. To an extent the information is private. Shareholders CA 2006 - one of the main themes of the 2006 Act = enhance shareholder involvement in controlling company!

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S.112: shareholders are the 'members of the company'

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Shares can be issued (allotment) /
transferred / by transmission (i.e. bankruptcy)

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