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GLOSSARY

Share Capital definition

/ʃɛː/ /ˈkapɪt(ə)l/

Published by a UU��ֱ�� 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.

Share Capital - Legal Definition

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Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist Special resolutions The Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares. If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions. Note that: • anything done by ordinary resolution may also be done by special resolution, and • in addition to complying with the requirements of CA 2006, it may be necessary to comply with the requirements of any shareholders' agreement (or other governing document) as...

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Resolutions required to be filed with Companies House—checklist

Resolutions required to be filed with Companies House—checklist Resolutions under the Companies Act 2006 The Companies Act 2006 (CA 2006) specifies certain matters that must be effected by ordinary resolution (ie simple majority) passed by the members of a company, eg the removal of a director. CA 2006 also specifies certain matters which must be effected by special resolution of the company or where the relevant threshold for effecting a matter is 75%. For more information about resolutions, see Practice Note: Member resolutions. Not every resolution passed by the members of a company needs to be filed at Companies House. CA 2006, Pt 3, Ch 3 specifies when resolutions are to be filed with the registrar of companies (ie Companies House). The table below sets out resolutions that are required under CA 2006 to be filed with Companies House. Resolution/threshold requirement Matter Regulation in relevant SI/section in CA 2006 Special resolution Any special resolution (for a list of special resolutions, see checklist: Special resolutions and other resolutions requiring 75%...

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Listed company share buybacks (on-market)—flowchart

Listed company share buybacks (on-market)—flowchart STOP PRESS: 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

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Court procedure—reduction of capital—flowchart

Court procedure—reduction of capital—flowchart This Flowchart illustrates the process to be followed by a limited company with a share capital (whether public or

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Will interpretation—property passing on death

Will interpretation—property passing on death Rules relating to the construction of Wills have developed over many years and those surrounding the interpretation of dispositions were quite unclear due to the differing rules relating to personalty and realty. This was changed by the statutory effect of the Administration of Justice Act 1982 (AJA 1982). The case of Marley v Rawlings confirmed that the modern approach is to ascertain the testator’s intention from their words. While no longer as definitive as they were previously, many of the previous rules remain a helpful starting point. On the basis of the caselaw in this area, practitioners are advised to use only precedents that are in common usage and not to depart from them without careful consideration. References to property in a Will speak from the date of death A reference to real and/or personal property (for a discussion of real and personal estate, see Practice Note: Devolution of assets and the need for a grant) in a Will speaks from the...

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Statement of Changes in Immigration Rules, HC 693—analysis [Archived]

Statement of Changes in Immigration Rules, HC 693—analysis [Archived] This analysis covers the main changes to the Immigration Rules (the Rules) set out in HC 693 that are likely to be of most interest to business immigration advisers. It is possible to navigate to specific topics quickly using the Contents bar at the bottom of the page. HC 693 was issued on 16 October 2014 and covers a wide range of new measures including: • the introduction of new procedural rules and Appendix AR, which covers the administrative review (AR) procedure which replaces appeal rights for Tier 4 students and their family members, who have not made a human rights or protection claim • substantive changes to the Tier 1 (Investor) category, further to the government's consideration of a related report from the Migration Advisory Committee which was published earlier in the year • what many commentators are calling the 'final death knell' of the Points-Based System (PBS), with the introduction of genuineness and related subjective tests into...

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Discover our 1059 Practice Notes on Share Capital

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Finance provisions—joint venture shareholders’ agreement

ALTERNATIVE 1: PROVISION FOR FUTURE LOANS BY SHAREHOLDERS Clause 1 Insert a new definition as follows (if not already included): Respective Proportion means, in relation to a Shareholder, the proportion which the number of Shares held by that Shareholder bears to the total number of issued Shares of the Company; Replace clause 9.3 with the following new clauses 9.3 and 9.4: 9.3 In the event that, at any time during the term of this Agreement, any such borrowings are not available or do not satisfy the working capital requirements of the Company as determined by the Board, each of the Shareholders, when requested from time to time, lend to the Company its Respective Proportion of the amount specified by the...

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Articles of association—right to manage company

Articles of association of a rtm company The companies act 2006 Articles of association of [insert name] rtm company limited a company limited by guarantee and not having a share capital

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Dive into our 502 Precedents related to Share Capital

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Can the write-off of a loan made by one company to another be a distribution under Part 23 of the Companies Act 2006, where both the lending company and the borrowing company have the same majority shareholder?

Can the write-off of a loan made by one company to another be a distribution under Part 23 of the Companies Act 2006, where both the lending company and the borrowing company have the same majority shareholder? We can find no direct authority confirming that the write-off of a loan made by one company to another, where both the lending company and the borrowing company have the same majority shareholder, is a distribution under Part 23 of the Companies Act 2006 (CA 2006) or that it is not. There is a possibility that a court could view such a transaction as a distribution for these purposes and some careful analysis of the law and the facts will be necessary. However, Stakefield (Midlands) and others v Doffman and another provides some useful guidance. The court found that the waiver by a company (S Ltd) of certain loans owed to it by other companies associated with it (by virtue of two of the shareholder/directors of S Ltd...

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Can a company enter into a single share buyback contract that contemplates a number of proposed share buybacks, each to complete on a different date?

Can a company enter into a single share buyback contract that contemplates a number of proposed share buybacks, each to complete on a different date? This Q&A considers whether, where a company is contemplating a number of share buybacks, it must enter into separate share buyback contracts each dealing with a single proposed share buyback or whether it may enter into a single share buyback contract that deals with all the proposed share buybacks, each to complete on a different date. It is assumed that the company in question is a private company limited by shares proposing to buy back shares off-market and that the proposed share buyback is not for the purposes of, or pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006). The contract required for an off-market share buyback (unless it is a share buyback for the purposes of, or pursuant to, an employees’ share scheme) must be approved by a shareholder resolution, rather than...

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Share Incentives weekly highlights—24 October 2024

This week's edition of Share Incentives weekly highlights includes (1) an announcement by the CEO of the PRA that it will be reducing deferral periods for bankers’ bonuses, (2) a response from HMRC regarding the CIOTs’ recent submission on the meaning of ‘ordinary share capital’ and (3) a new Q&A which looks at whether the grant of a share option by a company subject to an EOT may result in the option holder and their connected persons becoming excluded participators, excluding them from benefit under the EOT deed.

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Tax weekly highlights—24 October 2024

This week's edition of Tax weekly highlights includes: (1) a reminder of the forthcoming Autumn Budget—watch out for the analysis we will be producing of the business tax announcements, (2) the Independent Expert Panel on Corporate Re-domiciliation publishes its report proposing UK legal changes to enable companies incorporated overseas to become companies in the UK and (3) two News Analysis pieces exploring evidential and disclosure issues arising from two recent judicial review tax cases.

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