Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter V. Capital and shares

Collection:: Economics Books

CAPITAL AND SHARES 39 Under the Act of 1929 (see s. 46) a company may, if so authorised by its articles, issue preference shares which are, or at the option of the company are, liable to be redeemed. This power is, however, subject to the following limitations: (1) only fully paid shares may be redeemed, (2) redemption may only be effected out of profits which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption, (3) if the redemption is effected out of profits, there shall be transferred out of profits which would otherwise have been available for dividend to a special ‘Capital Redemption Reserve Fund’ a sum equal to the amount applied in redeeming the shares and (4) if the shares are redeemed at a premium, the premium must in any event be provided for out of the profits of the company before the shares are redeemed. Having regard to ss. (3) it would appear to be essential that the actual terms of redemption must be specified in the articles and that an article giving the directors power to fix the terms would be invalid. Where under this section a company has redeemed or is about to redeem any preference shares, it may issue shares up to the nominal amount of the shares redeemed or to be redeemed as if such latter shares had never been issued and no capital duty will be payable under the Stamp Act upon such new issue provided that where the new issue is made before the redemption of the old shares, the old shares are redeemed within one month after the issue of the new shares [S. 46 (4).] The provisions of the Act as to reduction of capital apply to the Capital Redemption Reserve Fund save that after new shares have been issued in place of redeemed shares under the above mentioned provision enabling such issue, the Capital Redemption Reserve Fund may then be applied up to an amount equal to the nominal amount of the new shares so issued, in paying up unissued shares of the company to be issued to the members of the company as fully paid bonus shares. Shares can only be issued at a discount under the provisions Restrictions of s. 47, but whether shares are, or are not, offered for public as to Issue. subscription, a commission may be paid subject to the con- ditions mentioned in s. 43 of the Act (see Chapter IX, p. 95). If shares are illegally issued at a discount, the allottee cannot get rescission when once his name has been registered if he knew that the shares were being issued at a discount and assented to his name being placed on the register for such

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