Modifications etc. (not altering text)
C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
C2Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
(1)A limited company having a share capital may—
(a)sub-divide its shares, or any of them, into shares of a smaller nominal amount than its existing shares, or
(b)consolidate and divide all or any of its share capital into shares of a larger nominal amount than its existing shares.
(2)In any sub-division, consolidation or division of shares under this section, the proportion between the amount paid and the amount (if any) unpaid on each resulting share must be the same as it was in the case of the share from which that share is derived.
(3)A company may exercise a power conferred by this section only if its members have passed a resolution authorising it to do so.
(4)A resolution under subsection (3) may authorise a company—
(a)to exercise more than one of the powers conferred by this section;
(b)to exercise a power on more than one occasion;
(c)to exercise a power at a specified time or in specified circumstances.
(5)The company's articles may exclude or restrict the exercise of any power conferred by this section.
(1)If a company exercises the power conferred by section 618 (sub-division or consolidation of shares) it must within one month after doing so give notice to the registrar, specifying the shares affected.
(2)The notice must be accompanied by a statement of capital.
(3)The statement of capital must state with respect to the company's share capital immediately following the exercise of the power—
(a)the total number of shares of the company,
(b)the aggregate nominal value of those shares,
[F1(ba)the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and]
(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, F2...
F2(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)If default is made in complying with this section, an offence is committed by—
(a)the company, and
(b)every officer of the company who is in default.
(5)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
Textual Amendments
F1S. 619(3)(ba) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 6 para. 6(a); S.I. 2016/321, reg. 6(e)
F2S. 619(3)(d) and word omitted (30.6.2016) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 6 para. 6(b); S.I. 2016/321, reg. 6(e)
Commencement Information
I1S. 619 wholly in force at 1.10.2009; s. 619 not in force at Royal Assent, see s. 1300; s. 619 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 614 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)