PART VISHARE CAPITAL, ITS INCREASE, MAINTENANCE AND REDUCTION
CHAPTER VMAINTENANCE OF CAPITAL
General rule against company acquiring own shares153
1
Subject to the following provisions, a company limited by shares or limited by guarantee and having a share capital shall not acquire its own shares, whether by purchase, subscription or otherwise.
2
If a company purports to act in contravention of this Article, the company is liable to a fine, and every officer of the company who is in default is liable to imprisonment or a fine, or both; andF2, subject to paragraph (2A), the purported acquisition is void.
F22A
Where a company purchases qualifying shares out of distributable profits under Article 172, any contravention by the company of any provision of Article 172B(1) or (2) shall not render the acquisition void under paragraph (2).
3
A company limited by shares may acquire any of its own fully paid shares otherwise than for valuable consideration; and paragraph (1) does not apply in relation to—
a
the redemption or purchase of shares in accordance with Chapter VII,
b
the acquisition of shares in a reduction of capital duly made,
c
the purchase of shares in pursuance of an order of the court under Article 16 (alteration of objects), Article 64 (litigated objection to resolution for company to be re-registered as private) or F3section 996 of the Companies Act 2006 (relief to members unfairly prejudiced), or
d
the forfeiture of shares, or the acceptance of shares surrendered in lieu, in pursuance of the company's articles, for failure to pay any sum payable in respect of the shares.