Part 17

A company's share capital
Chapter 6

Public companies: independent valuation of non-cash consideration

Transfer of non-cash asset in initial period

Public company: agreement for transfer of non-cash asset in initial period
598
1
A public company formed as such must not enter into an agreement—
a
with a person who is a subscriber to the company's memorandum,
b
for the transfer by him to the company, or another, before the end of the company's initial period of one or more non-cash assets, and
c
under which the consideration for the transfer to be given by the company is at the time of the agreement equal in value to one-tenth or more of the company's issued share capital,
unless the conditions referred to below have been complied with.
2
The company's “initial period” means the period of two years beginning with the date of the company being issued with a certificate under section 761 (trading certificate).
3
The conditions are those specified in—
- section 599 (requirement of independent valuation), and
- section 601 (requirement of approval by members).
4
This section does not apply where—
a
it is part of the company's ordinary business to acquire, or arrange for other persons to acquire, assets of a particular description, and
b
the agreement is entered into by the company in the ordinary course of that business.
5
This section does not apply to an agreement entered into by the company under the supervision of the court or of an officer authorised by the court for the purpose.
Pts. 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
Pts. 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))