Part V

Share Capital, its Increase, Maintenance and Reduction
Chapter V

Maintenance of Capital

Duty of directors on serious loss of capital.
142
1
Where the net assets of a public company are half or less of its called-up share capital, the directors shall, not later than 28 days from the earliest day on which that fact is known to a director of the company, duly convene an extraordinary general meeting of the company for a date not later than 56 days from that day for the purpose of considering whether any, and if so what, steps should be taken to deal with the situation.
2
If there is a failure to convene an extraordinary general meeting as required by subsection (1), each of the directors of the company who—
a
knowingly and wilfully authorises or permits the failure, or
b
after the expiry of the period during which that meeting should have been convened, knowingly and wilfully authorises or permits the failure to continue,
is liable to a fine.
3
Nothing in this section authorises the consideration, at a meeting convened in pursuance of subsection (1), of any matter which could not have been considered at that meeting apart from this section.
Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))