Part 22

Information about interests in a company's shares

Orders imposing restrictions on shares

Consequences of order imposing restrictions
797
1
The effect of an order under section 794 that shares are subject to restrictions is as follows—
a
any transfer of the shares is void;
b
no voting rights are exercisable in respect of the shares;
c
no further shares may be issued in right of the shares or in pursuance of an offer made to their holder;
d
except in a liquidation, no payment may be made of sums due from the company on the shares, whether in respect of capital or otherwise.
2
Where shares are subject to the restriction in subsection (1)(a), an agreement to transfer the shares is void.
This does not apply to an agreement to transfer the shares on the making of an order under section 800 made by virtue of subsection (3)(b) (removal of restrictions in case of court-approved transfer).
3
Where shares are subject to the restriction in subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation), is void.
This does not apply to an agreement to transfer any such right on the making of an order under section 800 made by virtue of subsection (3)(b) (removal of restrictions in case of court-approved transfer).
4
The provisions of this section are subject—
a
to any directions under section 794(2) or section 799(3) (directions for protection of third parties), and
b
in the case of an interim order under section 794(3), to the terms of the order.
S. 797 wholly in force at 20.1.2007, see s. 1300 and S.I. 2006/3428, art. 3(1)(d) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)
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))