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BLP > Redemption/Buyback of Shares (SGSs 18,19) > Flashcards

Redemption/Buyback of Shares (SGSs 18,19) Flashcards

1
Q

Check to see if Articles allow purchase of own shares

A

s.690(1)(b) CA 2006

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2
Q

Check to see if shares are fully paid up

A

s.691(1)(a) CA 2006

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3
Q

Check to see if Company will continue to have shares

A

s.690(2) CA 2006

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4
Q

Company will need a purchase contract to purchase shares back

A

s.694(1) CA 2006

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5
Q

Purchase contract will need to be approved by an OR

A

s.694(2) CA 2006

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6
Q

Any director can call a BM

A

MA 9(1)

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7
Q

Reasonable notice as is usual for the company is required for BM

A

Browne v La Trinidad

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8
Q

Quorum for directors is 2

A

MA 11(2)

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9
Q

Any directors need to disclose an interest in a transaction

A

s.177(1) CA 2006

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10
Q

Manners in which notice of GM may be given

A

s.308 CA 2006

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11
Q

Notice required to be given to SH for GM

A

s.310 CA 2006

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12
Q

14 clear days notice required for GM

A

s.307(1) and s.360 CA 2006

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13
Q

Short notice

A

s.307(5) CA 2006

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14
Q

Purchase contract needs to be available to inspect at least 15 days before GM, including day of GM

A

s.696(2)(b) CA 2006

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15
Q

Quorum for GM is 2

A

s.318(2) CA 2006

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16
Q

Simple majority for ordinary resolution

A

s.282(1) CA 2006

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17
Q

Vote at GM is by show of hands unless poll vote is demanded

A

MA 42

18
Q

Shareholders selling shares can vote provided that his vote does not carry the resolution. If poll vote is demanded, should only vote in respect of shares not being sold

A

s.695(3) CA 2006

19
Q

Directors with interest in a transaction not to vote on the matter in a BM

A

MA 14(1)

20
Q

Return to be sent to Companies House with notice of cancellation of shares and statement of capital within 28 days of purchase

A

s.707(1) and s708(1) and (2) CA 2006

21
Q

PMM - Cancel share certificate and reissue new share certificate

A

s.706 and s.776 CA 2006

22
Q

PMM - Need to keep a copy of the purchase contract at the registered office for 10 years from date of purchase

A

s.702(2) CA 2006

23
Q

Where redeemable shares are redeemed, they are treated as cancelled

A

s.688(a) CA 2006

24
Q

Notification to be sent to Companies House with statement of capital within one month

A

s.689(1) and (2) CA 2006

25
Q

Only limited companies can use capital for the purchase of shares

A

s.692(1) CA 2006

26
Q

Need to check there is no restriction on the use of capital to purchase own shares

A

s.709(1) CA 2006

27
Q

Shares can only be purchased/redeemed using capital after any distributable profits are used

A

s.710(1) CA 2006

28
Q

The accounts used to determine what profits/proceeds are available must not be more than 3 months older than the date of the director’s statement

A

s.712(6) and (7) CA 2006

29
Q

A special resolution of the members will also be required to approve payment of the purchase/redemption from capital

A

s.716(1) CA 2006

30
Q

A Directors’ Statement of Solvency, along with an auditor’s report no older than 3 months, will be required for share purchase by capital

A

s.714 CA 2006

31
Q

The SR to allow capital to be used needs to be within 7 days of the execution of the Directors’ Statement

A

s.716(2) CA 2006

32
Q

Short Notice Procedure

A

s.307(4)-(6) CA 2006

33
Q

Majority of no less than 75% for a SR

A

s.283(1) CA 2006

34
Q

Company secretary to notify creditors of company’s approval of payment out of capital through a notice in the Gazette and in a national newspaper, or to give notice in writing to each of the company’s creditors

A

s.719(2) CA 2006

35
Q

Enter into the contract following the 5-week period after the passing of the special resolution in which creditors have an opportunity to object to the use of capital for the purchase

A

s.721(1) and (2) CA 2006

36
Q

Share purchase/redemption by capital needs to be made within 7 weeks of the SR being passed

A

s.723(1) CA 2006

37
Q

PMM - SR to be filed within 15 days of being passed

A

s.30(1) CA 2006

38
Q

Only private limited companies can use capital for the redemption of shares

A

s.687(1) CA 2006

39
Q

Need to check there is no restriction on the use of capital to redeem the shares

A

s.709(1) CA 2006

40
Q

Before redeeming shares, need to check that the company will continue to have other non-redeemable shares

A

s.684(4) CA 2006

BLP (8 decks)

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