A draft of the Companies Act 2006 (Amendment of Part 18) Regulations 2015 was published on 13 January 2015 together with an explanatory memorandum. The draft Regulations will amend Part 18 of the Companies Act 2006 (CA 2006) to ensure the effective operation of certain provisions introduced by the Companies Act 2006 (Amendment of Part 18) Regulations 2013.
The changes made by the draft Regulations include:
- A redraft of the de minimis exemption to make it clear that it allows a private company (where authorised by its articles) to make small buy backs out of capital in a financial year without being subject to the permissible capital payment provisions in Part 18 Chapter 5 of the CA 2006; and the second limb of the maximum aggregate purchase price that can be paid under the exemption is the nominal value of 5% of the company’s fully paid share capital at the beginning of the financial year.
- Buybacks made under the section 692 (1ZA) de minimis exemption will be brought within the accounting consequences of the payment out of capital provisions set out in section 734 of the CA 2006, and the Regulations prevent shares bought back under this exemption from being held in treasury.
- Section 723 of the CA 2006 has been amended to clarify the timing between when the shares are surrendered and when payment must be made where shares are bought back under section 720A for the purposes of or pursuant to an employees’ share scheme.
- The removal of the requirement to deliver a statement of capital when shares are cancelled following a buy back under section 720A of the CA 2006 for the purposes of or pursuant to an employees’ share scheme if this would be replicating one already delivered under section 720B (1) (registration of documents for purchase of own shares for the purpose of or pursuant to an employees’ share scheme).
The draft Regulations are intended to enter into force on 6 April 2015.
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