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Prohibition of public offers by private company (Companies Act 2006, Part 20, Chapter 1)

Under section 755(1) of the Companies Act 2006 (CA 2006) a private limited company must not:

1. •

   offer to the public any securities (ie shares or debentures) of the company, or

2. •

   allot or agree to allot any securities of the company with a view to their being offered to the public

Further CA 2006, s 755(2) confirms that, unless proved otherwise, an allotment or agreement to allot securities will be presumed to be made with a view to their being offered to the public if an offer of the securities (or any of them) to the public is made:

1. •

   within six months after the allotment or agreement to allot, or

2. •

   before the receipt by the company of the whole of the consideration to be received by it in respect of the securities

CA