Chapter 1: General Provisions
Sections 660 and 661: Shares held by company’s nominee
981.These sections restate sections 144 and 145(1) and (2) of the 1985 Act, but with the clarification that they apply to shares taken by a subscriber to the memorandum as nominee of the company.
Section 663: Notice of cancellation of shares
982.This section restates section 122(1)(f) and (2) of the 1985 Act and Schedule 24 to that Act. Subsections (2) and (3) update the current notice requirements to require a company that has cancelled shares in order to comply with section 662 to provide the registrar with a statement of capital (see note on section 619) at the time of giving notice of the cancellation.
Section 664: Re-registration as private company in consequence of cancellation
983.This section replaces section 147(2) and (3) of the 1985 Act. These provisions have been updated to reflect the fact that in future it will not be possible to alter the memorandum and that key information of a type which was previously in the memorandum will now be in the articles (see note on section 8). The resolution to re-register as a private company in consequence of a duty to cancel shares will however still need to be filed with the registrar under Chapter 3 of Part 3 of the Act.
984.There is also a new requirement, in subsection (3), for the application for re-registration to be accompanied by a statement of the company’s proposed name on re-registration, Subsections (5) and (6) are also new. Consistent with the approach taken where a company is formed as a private company under the Act (see section 9), where a public company applies to re-register as private under this section the application for re-registration must be accompanied by a statement of compliance (see note on section 13).
Section 665: Issue of certificate of incorporation on re-registration
985.This section replaces section 147(4)(a) of the 1985 Act and restates section 147(4) and (4)(b) of that Act. As with the previous section, the provision has been updated to reflect the fact that in future companies will not be capable of, and will not need to, alter their memoranda. Subsection (3) is new. Consistent with the approach taken in Part 7 of the Act, a certificate of incorporation issued on the re-registration of a company under section 664 will need to specify that it is being issued on the re-registration of the company and the date on which it is issued.