Companies (Amendment) Act, 1983
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Requirements as to share capital of private company applying to re-register as public limited company. |
10.—(1) Subject to subsection (2), a private company shall not be re-registered under section 9 as a public limited company unless, at the time the special resolution referred to in that section is passed— | |
(a) the nominal value of the company's allotted share capital is not less than the authorised minimum; | ||
(b) each of its allotted shares is paid up at least as to one-quarter of the nominal value of that share and the whole of any premium on it; | ||
(c) where any share in the company or any premium payable on it has been fully or partly paid up by an undertaking given by any person that he or another should do work or perform services for the company or another, the undertaking has been performed or otherwise discharged; and | ||
(d) where shares have been allotted as fully or partly paid up as to their nominal value or any premium payable on them otherwise than in cash and the consideration for the allotment consists of or includes an undertaking (other than one to which paragraph (c) applies) to the company, either— | ||
(i) that undertaking has been performed or otherwise discharged; or | ||
(ii) there is a contract between the company and any person pursuant to which that undertaking must be performed within five years from that time. | ||
(2) Subject to subsection (3), any share allotted by the company— | ||
(a) which was allotted before the end of the general transitional period; or | ||
(b) which was allotted in pursuance of an employees' share scheme and by reason of which the company would, but for this subsection, be precluded under subsection (1) (b), but not otherwise, from being re-registered as a public limited company, | ||
may be disregarded for the purpose of determining whether subsection (1) (b) to (d) is complied with in relation to the company, and a share so disregarded shall be treated for the purposes of subsection (1) (a) as if it were not part of the allotted share capital of the company. | ||
(3) A share shall not be disregarded by virtue of subsection (2) (a) if the aggregate in nominal value of that share and the other shares which it is proposed so to disregard is more than one-tenth of the nominal value of the company's allotted share capital (not including any share disregarded by virtue of subsection (2) (b)). |