Companies - finance Flashcards
Characteristics of ordinary shares
- Dividend may fluctuate.
- Repaid last on liquidation.
- Full voting rights.
- Can share in surplus assets.
- Have pre-emption rights
Characteristics of preference shares
- Dividend is fixed.
- Dividend is cumulative.
- Restricted voting rights.
- Less risky
- preferential rights (receive dividend first)
- Can’t share in surplus assets i
Issued share capital
Value of shares sold by the company
Paid up capital
amount of capital that the members have paid over to the company
Unpaid capital
proportion of the share capital that is still outstanding
Called-up capital
the proportion of unpaid capital which has been requested to be paid into the company but payment has not yet been received
what are redeemable shares
are those which under their terms of issue must be brought back by the company at a certain time
what are class rights?
Class rights are special rights attached to each class of shares, such as dividend rights, distribution of capital on a winding up and voting.
how can class rights be varied?
- Yes - procedure set out in articles must be followed
- No - variation needs special resolution or written consent of 75% in nominal value of the class
what is the minority protection for the variation of class rights?
- if holders >15% of class shares affected object to the variation
- may apply to courts within 21 days to cancel variation
- petitioner must prove that variation is unfairly prejudicial
Court will not cancel if change not made to the rights themselves.
what are pre-emption rights?
- rights of first refusal, new issues must be offered to the existing shareholders first
- 21 days to accept the offer
an allotment of shares must be registered with Companies House within how many months?
2 months
Paying for shares - both type of companies
- Shares can be issued at a price below market value.
- Shares may not be allotted at a discount to the nominal value of the shares.
Paying for shares - Private companies
- Shares must be paid for in cash, or non-cash consideration of a sufficient value.
- Performing a service for the company is acceptable payment for shares
Paying for shares - Public companies
- Shares must be allotted at at least ¼ of nominal value plus any premium payable.
- Shares taken by subscribers to the memorandum must be paid in cash.
- Non- cash consideration must be received within 5 years
- Payment of shares must not be in the form of work or services
Who determines the value of non-cash consideration for shares in public and private companies?
Public companies - the auditor; private companies - the directors.
According to the Companies Act 2006, which shareholders in public companies must pay cash for their shares?
The first shareholders to the company
In public companies, within how many years of issue must any non-cash consideration be received?
Five years
how can authority to allot shares be given in a private company?
- by ordinary resolution in meeting of the members
- by written resolution with more than 50% majority
- in the articles of association
To reduce the capital in the company all companies must first gain ______
If the company is private they must support this with __________
A public company must instead gain ___________
- special resolution
- a solvency statement
- court approval