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#14696 - Redemption Of Shares - Business Law and Practice

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Redemption of Shares

Redeemable Shares

Redeemable shares are shares which are issued which entitle the company to redeem them at the option of the company according to a formula or price that is predetermined.

All the rights of redeemable shares are set out in the Articles of the company at the time of issue (s.685(3)). The Articles must not prohibit or restrict the issue or redemption of redeemable shares (s.684(2))

Funding a Redemption

Shares can be redeemed using one of the following funding methods:

Capital (s.678(1)) which is the amount invested by the shareholders that cannot be distributed to protect creditors. There are additional restrictions on redeeming shares using capital.

Distributable profits (s.687(2)(a)) are the working profits of the company with all of the losses deducted off the profits.

Fresh issue of shares (s.687(2)(b)) can be used to fund the redemption of shares as long as the new shares were issued for the sole purpose of funding the redemption.

The funding of the redemption must first be done using the distributable profits. If more money is required then capital can be used to fund the rest of the redemption.

Procedure Plans

Procedure Plan for the Redemption of Shares using Distributable Profits or a Fresh Issue of Shares
Procedure Plan for the Redemption of Shares using Capital
BOARD MEETING 1 GENERAL MEETING BOARD MEETING 2

The Articles must not prohibit the redemption of shares (s.684(2)).

Board resolution to use distributable profits or a fresh issue to fund the redemption (s.684(1) & s.687(2)(a)/(b)).

Post Meeting Matters:

  • Notification must be sent to Companies House within 1 month with a statement of capital (s.689(1)-(2))

  • Amend the Register of Members; cancel and reissue share certificates (s.688)

BOARD MEETING 1 GENERAL MEETING BOARD MEETING 2

The Articles must not prohibit the redemption of shares (s.684(2)) or the use of capital (s.709(1)).

A directors statement and auditors report must be prepared (s.714) and be available to the shareholders for inspection at the registered office.

The DS & AR can either be sent with the written resolution and must be prepared not more than 1 week before the GM (s.716(2) & s.718(2)).

Call the general meeting and give notice in the usual way.

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