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Companies Act 2006

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This is the original version (as it was originally enacted).

Return of allotment

555Return of allotment by limited company

(1)This section applies to a company limited by shares and to a company limited by guarantee and having a share capital.

(2)The company must, within one month of making an allotment of shares, deliver to the registrar for registration a return of the allotment.

(3)The return must—

(a)contain the prescribed information, and

(b)be accompanied by a statement of capital.

(4)The statement of capital must state with respect to the company’s share capital at the date to which the return is made up—

(a)the total number of shares of the company,

(b)the aggregate nominal value of those shares,

(c)for each class of shares—

(i)prescribed particulars of the rights attached to the shares,

(ii)the total number of shares of that class, and

(iii)the aggregate nominal value of shares of that class, and

(d)the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).

556Return of allotment by unlimited company allotting new class of shares

(1)This section applies to an unlimited company that allots shares of a class with rights that are not in all respects uniform with shares previously allotted.

(2)The company must, within one month of making such an allotment, deliver to the registrar for registration a return of the allotment.

(3)The return must contain the prescribed particulars of the rights attached to the shares.

(4)For the purposes of this section shares are not to be treated as different from shares previously allotted by reason only that the former do not carry the same rights to dividends as the latter during the twelve months immediately following the former’s allotment.

557Offence of failure to make return

(1)If a company makes default in complying with—

  • section 555 (return of allotment of shares by limited company), or

  • section 556 (return of allotment of new class of shares by unlimited company),

an offence is committed by every officer of the company who is in default.

(2)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction, to a fine not exceeding the statutory maximum and, for continued contravention, a daily default fine not exceeding one-tenth of the statutory maximum.

(3)In the case of default in delivering to the registrar within one month after the allotment the return required by section 555 or 556—

(a)any person liable for the default may apply to the court for relief, and

(b)the court, if satisfied—

(i)that the omission to deliver the document was accidental or due to inadvertence, or

(ii)that it is just and equitable to grant relief,

may make an order extending the time for delivery of the document for such period as the court thinks proper.

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