Share-based payment reserve meaning

In this issue: Banking and finance Competition and state aid Corporate Data protection and cybersecurity Free movement, immigration and employment Financial services Environment Insurance and reinsurance IP Life sciences Regulatory TMT Daily and weekly news alerts New and updated content Trackers Banking and finance The EBA has issued its concluding report, outlining how all 40 competent authorities have acted on its findings and recommendations concerning anti-money laundering and countering the financing of terrorism (AML/CFT) supervision in banks, with improvements noted across EU/EEA Member States. It observes that the majority have advanced materially, embracing a risk-based approach, crafting strategies, rolling out targeted supervisory programmes, and strengthening co-operation at domestic and international levels. The report notes that numerous authorities have brought national practice into line with EBA standards, thereby boosting the consistency and effectiveness of AML/CFT supervision and deploying supervisory tools with greater intent. Nevertheless, outstanding recommendations still require attention. See:...

In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Financial crime and sanctions Regulation of capital markets Regulation of derivatives Banks and mutuals UK MiFID II Payment services and systems Fintech and cryptoassets Regulation of AI in FS Daily and weekly news alerts Dates for your diary New and updated content Financial Services Enforcement Database LexTalk®Financial Services: a Lexis®Nexis community UK, EU and international regulators and bodies Report urges financial services reform to advance UK growth TheCityUK and PwC UK have released a report urging ‘greater ambition and swifter, more decisive action’ to safeguard the competitiveness of the UK’s financial and allied professional services over the coming decade and to catalyse investment and growth. The study, No time to lose: Reasserting UK leadership in financial and related professional services, captures perspectives from more than 300 senior leaders across industry, government,...

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT are set to give way to a unified, self-assessed levy on securities—the securities transfer charge (STC)—to be paid and reported through a new digital portal. In broad terms, the STC’s design will align with the proposals for that tax set out in the 2023 consultation. Finance Bill 2026 (FB 2026) creates a power, commencing on Royal Assent, for secondary legislation that will enable taxpayers to pilot the digital service by self-assessing their stamp taxes on securities obligations and submitting transactions electronically via the service. This will allow reporting and payment to be handled online as part of the modernisation of stamp taxes on shares. For detailed coverage of the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025—Tax analysis—Stamp and transfer taxes Tax update spring 2025—Stamp taxes on shares modernisation Tax update spring 2025—Tax analysis—Stamp and transfer taxes TAMD 2023—Stamp taxes on...

Capital maintenance rule Under English company law, a core principle is that a limited company with a share capital must preserve that capital intact. Accordingly, a company must not reduce its capital save as expressly permitted by statute. The capital maintenance doctrine is designed to safeguard a company’s creditors by ensuring that the assets representing its capital remain available for future recourse. The Companies Act 2006 (CA 2006) sets out detailed provisions governing the ways in which a limited company may implement a reduction of capital. The restrictions in CA 2006 concerning reductions of capital have no application to unlimited companies. For further guidance on that type of company, see Practice Note: Unlimited companies. This Practice Note concentrates on reductions of capital under CA 2006, Pt 17, Ch 10, with particular emphasis on those effected by a special resolution supported by a solvency statement (the solvency statement procedure), rather than those effected by a special resolution confirmed by court order (the court procedure). In line with CA 2006, any...

Share buybacks (purchase of own shares) A limited company can repurchase its own shares, provided the conditions in the Companies Act 2006 (CA 2006) are satisfied. This is commonly described as a share buyback or a purchase of own shares. Alongside CA 2006, other regimes are relevant where the company is listed or on AIM. In particular, a listed company must consider the Listing Rules (LRs) and the Disclosure Guidance and Transparency Rules (DTRs). An AIM company must consider the AIM Rules for Companies (AIM Rules); however, those rules do not expressly address share buybacks, and AIM Regulation has confirmed that, in most situations, an AIM company following the LRs for buybacks would be regarded as best practice. An AIM company is also subject to DTR 5. In addition, both listed and AIM companies may follow guidance issued by institutional investors. The CA 2006 restrictions applicable to share buybacks do not extend to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies...

Part 1, interpretation and limitation of liability 1 Defined terms and interpretation In these articles, unless the context dictates otherwise, expressions carry the meanings given by the Companies Act 2006 (including sections 1148, 1168, 282, 283, 1159), or as specified herein. References include, without limitation, address, articles, bankruptcy (including comparable overseas processes), chair and chair of the meeting, clear days, Companies Acts, director (including anyone acting as such), distribution recipient, document, electronic form/means, eligible director, fully paid, group, hard copy form, holder, instrument, model articles, ordinary resolution, paid, parent company, participate, proxy notice, relevant officer, shares, special resolution, subsidiary, transmittee and writing. The model articles are disapplied. Unless the context requires otherwise: legislative references include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement; “include/including” means without limitation; singular imports plural and vice versa; masculine includes feminine and neuter; and references to persons include bodies corporate... 2 Liability of members Members’ liability is limited to any unpaid amount on the shares they hold...

Part 1, interpretation and limitation of liability 1 Defined terms and interpretation In these articles, unless the context requires otherwise, defined expressions take the meanings set by the Companies Act 2006 or those cross‑referred within these articles. Defined terms include: address, articles, bankruptcy (including equivalent foreign insolvency), call and call notice, chair and chair of the meeting, clear days, Companies Acts, the company’s lien, director, distribution recipient, document (including electronic form), electronic form and electronic means, eligible director, fully paid, hard copy form, holder, instrument, lien enforcement notice, ordinary resolution, paid, participate, proxy notice, relevant officer, shares, special resolution, subsidiary, transmittee, and writing. The model articles under section 20 are excluded. Unless the context dictates otherwise, other words or expressions bear the same meaning as in the Act when these articles take effect. References to legislation include any subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement then in force. Words in the singular include the plural and vice versa; masculine includes feminine and neuter; and references...

Index to the articles An overview of the company’s constitutional framework, setting out meanings of key terms, the extent of members’ liability, how directors exercise and delegate powers, procedures for board and member decisions, rules on share capital, dividends and other distributions, and ancillary provisions on communications, records, seals, and protections for directors... Part 1: Interpretation and limitation of liability – definitions and the limit of members’ liability. Part 2: Directors – general authority, members’ reserve power, delegation, committees, meetings, quorum, chairing, voting, casting votes, conflicts, written resolutions, further rules, appointment, rotation, termination, remuneration, expenses, and alternate directors. Part 3: Decision-making by members – calling, attendance and speaking, quorum, chairing, adjournment, voting, errors and disputes, polls, proxy content and delivery, amendments, restrictions, and class meetings. Part 4: Shares and distributions – classes and redemption, commissions, interests, certificates, uncertificated holdings, share warrants, liens and enforcement, calls and consequences, forfeiture and surrender, transfers and transmission, consolidation, declaring and calculating dividends, payment methods, deductions, no interest,...