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Redeemable shares meaning

What does Redeemable shares mean?
Shares issued on terms that they can be bought back (redeemed) by the company, or (if provided) at the shareholder’s option, at a set time or on specified triggers and price. In the UK this is a statutory concept under Companies Act 2006, ss 684–686; Irish law (Companies Act 2014) is broadly consistent. Key features and practice points: - Issue: Any UK limited company with a share capital may issue redeemable shares. A public company requires express authority in its articles of association. A private company’s articles may restrict or exclude the power but need not expressly authorise it. The UK model articles permit both private and public companies to issue redeemable shares. - Terms: The terms, conditions and manner of redemption may be set by the directors (if authorised), by the articles or by company resolution. An ordinary resolution may be used even if it amends the articles. - Funding and capital maintenance: Redeemable shares must be fully paid before redemption. Redemption must comply with capital maintenance rules, typically using distributable profits or the proceeds of a fresh issue; private companies may, subject to the statutory procedure, fund redemption out of capital. - Process: On redemption, the shares are cancelled; statutory...
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View the related Practice Notes about Redeemable shares

PRACTICE NOTES
UK tax-advantaged Share Incentive Plans: qualifying companies, group eligibility, ordinary share capital and listing/control requirements, restrictions and disqualifying events

The company establishing a SIP The company setting up a share incentive plan (SIP) does not need to be the same entity whose shares are allocated. However, both: the shares to be granted, and the connection between the SIP-establishing entity and the company whose shares are issued must satisfy the relevant legislative conditions. A SIP can be created either: solely for employees of the company that establishes it; or for those employees and for employees of other companies it controls (a group plan)—see Constituent companies below. In a group where the parent company’s shares are to be awarded, there are two options: the parent company may establish the SIP and extend it to the appropriate subsidiaries; or each subsidiary may establish its own SIP, provided the other statutory requirements concerning the shares under award are met—see Requirements for the shares. The advantage of each subsidiary operating its...

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PRACTICE NOTES
UK corporation tax and VAT in rights issues: no disposal or distribution, issue costs non-deductible, and VAT recovery on underwriting, advisory, legal and printing

This Practice Note: sets out the principal UK tax considerations for a company looking to raise capital through a rights issue, and unless indicated otherwise, proceeds on the basis that: the issuing company is UK incorporated and UK tax resident and, for VAT, is treated as belonging in the UK only new non-redeemable shares are offered as part of the rights issue the shares to be issued are in the same currency as the issuer’s functional currency (ie the currency the company uses to prepare its accounts)—where the functional currency differs from the share currency and certain conditions are satisfied, any profit or loss on a derivative used by the issuer to hedge exchange rate risk is disregarded for corporation tax purposes the underwriters are treated as belonging in the UK for VAT purposes This Practice Note includes references to case law from the EU Court of Justice. For guidance...

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PRACTICE NOTES
Private company share redemptions: Companies Act 2006 compliance, class rights, pre-emption, financing (profits, fresh issue, capital), and FCA/PRA, Pensions Regulator and Takeover Code implications

Any limited company planning to carry out a redemption of redeemable shares is required to comply with the provisions set out in the Companies Act 2006 (CA 2006). In addition to the framework under CA 2006, separate rules, as well as guidance, are pertinent where the company is listed or admitted to AIM. For an explanation of the legal conditions a company must satisfy to issue redeemable shares, with reasons a company might proceed to redeem its shares, refer to Practice Note: Issue of redeemable shares...

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View the related Precedents about Redeemable shares

PRECEDENTS
Ordinary resolution authorising directors to set the terms, conditions and manner of redeeming redeemable shares

Ordinary resolution That the directors of the Company are authorised to set the terms, conditions, and method for redeeming any redeemable shares of £[ insert value ] of the Company that may then be in issue from time to time...

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PRECEDENTS
Directors’ statement for a private company’s redemption of own shares out of capital, with auditor’s report (Companies Act 2006 s.714)

Company number: [ insert number ] [ insert company name ] Limited Payment out of capital to redeem shares in the company Directors’ statement We, the undersigned, being the present directors of the Company, make the following declaration in accordance with section 714 of the Companies Act 2006: [ enter name of director ] of [ enter address ] [ enter name of director ] of [ enter address ] [ enter name of director ] of [ enter address ] We hereby declare that the sum constituting the permitted capital payment in respect of [ insert number ] [ redeemable ] shares is £[...

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PRECEDENTS
Gazette notice template for payment out of capital to redeem shares under the Companies Act 2006, including inspection rights and five-week creditor objection period

Company number: [ insert number ] [ insert company name ] Limited (the Company) Payment out of capital for redemption of shares in the company In accordance with section 719 of the Companies Act 2006, the Company hereby gives notice that: On [ insert date ], the shareholders sanctioned a payment out of capital under section 716 of the Companies Act 2006 to enable the Company to redeem [ insert number of shares ] [ redeemable ] shares of £[ insert nominal amount ] each; The permissible capital payment, as defined by section 710 of the Companies Act 2006, for the relevant shares is £[ insert amount ]; The directors’ statement and the auditors’ report required by section 714 of the Companies Act 2006 in relation to the proposed out-of-capital payment are available for inspection at [ [ the registered office of the Company ] OR [ insert details of relevant address ] ] ; and Any creditor of the Company...

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