Companies Act 2006

604 Agreement for transfer of non-cash asset: effect of contravention

(1) This section applies where a public company enters into an agreement in contravention of section 598 and either—

(a) the other party to the agreement has not received the valuer’s report required to be sent to him, or

(b) there has been some other contravention of the requirements of this Chapter that the other party to the agreement knew or ought to have known amounted to a contravention.

(2) In those circumstances—

(a) the company is entitled to recover from that person any consideration given by it under the agreement, or an amount equal to the value of the consideration at the time of the agreement, and

(b) the agreement, so far as not carried out, is void.

(3) If the agreement is or includes an agreement for the allotment of shares in the company, then—

(a) whether or not the agreement also contravenes section 593 (valuation of non-cash consideration for shares), this section does not apply to it in so far as it is for the allotment of shares, and

(b) the allottee is liable to pay the company an amount equal to the aggregate of the nominal value of the shares and the whole of any premium (or, if the case so requires, so much of that aggregate as is treated as paid up by the consideration), with interest at the appropriate rate.