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Companies Act 2006

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Companies Act 2006, Section 93 is up to date with all changes known to be in force on or before 24 September 2018. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. Help about Changes to Legislation

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  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 11(1) by S.I. 2013/1971 reg. 9(a) (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)
  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 3(4) by S.I. 2013/1971 reg. 4 (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)

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93Recent allotment of shares for non-cash considerationE+W+S+N.I.

This section has no associated Explanatory Notes

(1)This section applies where—

(a)shares are allotted by the company in the period between the date as at which the balance sheet required by section 92 is prepared and the passing of the resolution that the company should re-register as a public company, and

(b)the shares are allotted as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash.

(2)The registrar shall not entertain an application by the company for re-registration as a public company unless—

(a)the requirements of section 593(1)(a) and (b) have been complied with (independent valuation of non-cash consideration; valuer's report to company not more than six months before allotment), or

(b)the allotment is in connection with—

(i)a share exchange (see subsections (3) to (5) below), or

(ii)a proposed merger with another company (see subsection (6) below).

(3)An allotment is in connection with a share exchange if—

(a)the shares are allotted in connection with an arrangement under which the whole or part of the consideration for the shares allotted is provided by—

(i)the transfer to the company allotting the shares of shares (or shares of a particular class) in another company, or

(ii)the cancellation of shares (or shares of a particular class) in another company; and

(b)the allotment is open to all the holders of the shares of the other company in question (or, where the arrangement applies only to shares of a particular class, to all the holders of the company's shares of that class) to take part in the arrangement in connection with which the shares are allotted.

(4)In determining whether a person is a holder of shares for the purposes of subsection (3), there shall be disregarded—

(a)shares held by, or by a nominee of, the company allotting the shares;

(b)shares held by, or by a nominee of—

(i)the holding company of the company allotting the shares,

(ii)a subsidiary of the company allotting the shares, or

(iii)a subsidiary of the holding company of the company allotting the shares.

(5)It is immaterial, for the purposes of deciding whether an allotment is in connection with a share exchange, whether or not the arrangement in connection with which the shares are allotted involves the issue to the company allotting the shares of shares (or shares of a particular class) in the other company.

(6)There is a proposed merger with another company if one of the companies concerned proposes to acquire all the assets and liabilities of the other in exchange for the issue of its shares or other securities to shareholders of the other (whether or not accompanied by a cash payment).

  • Another company” includes any body corporate.

(7)For the purposes of this section—

(a)the consideration for an allotment does not include any amount standing to the credit of any of the company's reserve accounts, or of its profit and loss account, that has been applied in paying up (to any extent) any of the shares allotted or any premium on those shares; and

(b)arrangement” means any agreement, scheme or arrangement, (including an arrangement sanctioned in accordance with—

(i)Part 26 of this Act (arrangements and reconstructions), or

(ii)section 110 of the Insolvency Act 1986 (c. 45) or Article 96 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (liquidator in winding up accepting shares as consideration for sale of company's property)).

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Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

Modifications etc. (not altering text)

C2Ss. 91-93 applied (with modifications) (1.10.2009) by The Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437), reg. 9(3) (with transitional provisions and savings in reg. 24)

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