The Companies (Authorised Minimum) Regulations 2009

Application of the authorised minimum requirement for certain purposes

3.—(1) This regulation applies for either of the purposes in paragraphs (2) and (3), and is subject to regulation 9.

(2) The first purpose is to determine, for the purposes of section 650, whether a reduction of a public company’s share capital confirmed by a court order under section 648 has the effect of bringing the nominal value of the company’s allotted share capital below the authorised minimum.

(3) The second purpose is to determine, for the purposes of section 662(2)(b), whether the cancellation of a public company’s shares and the diminution of the amount of its share capital under section 662(2)(a) have the effect of bringing the nominal value of the company’s allotted share capital below the authorised minimum.

(4) This regulation only applies where the company has allotted share capital denominated in more than one currency, taking account of the effect of the reduction of the company’s share capital or (as the case may be) the effect of the cancellation of the company’s shares and the diminution of the amount of its allotted share capital.

(5) The nominal value of a public company’s allotted share capital is to be treated as being below the authorised minimum if—

(a) the sterling value is less than £50,000; and

(b) the euro value is less than €57,100.

(6) The “sterling value” is the sum in sterling of—

(a) the nominal value of the company’s allotted share capital denominated in sterling;

(b) the nominal value of the company’s allotted share capital denominated in euros if it were to be converted into sterling at the appropriate spot rate of exchange; and

(c) the nominal value of the company’s allotted share capital denominated in a currency other than sterling or euros if it were to be converted into sterling at the appropriate spot rate of exchange.

(7) The “euro value” is the sum in euros of—

(a) the nominal value of the company’s allotted share capital denominated in euros;

(b) the nominal value of the company’s allotted share capital denominated in sterling if it were to be converted into euros at the appropriate spot rate of exchange; and

(c) the nominal value of the company’s allotted share capital denominated in a currency other than sterling or euros if it were to be converted into euros at the appropriate spot rate of exchange.