Share Capital Restructuring

Size: px
Start display at page:

Download "Share Capital Restructuring"

Transcription

1 2014 Number 1 Share Capital Restructuring 81 Share Capital Restructuring Conor Sweeney Managing Director, CLS Chartered Secretaries Changing the Share Capital of a Company Share capital plays an important role in tax planning. The share capital of a company allows it to raise funds, determines the ownership of the company and provides a mechanism to transfer ownership from one party to another. When working with companies, directors and shareholders, tax advisers may use share capital to restructure companies and to develop an appropriate tax plan, and company secretarial professional advisers assist in implementing the advice. Companies change their shareholding for many different reasons, the main ones being: to introduce new investment and investors, to amend the rights attached to the shares, in shareholder disputes, in succession planning, in company reorganisations. Characteristics of a Share A share is a difficult thing to define, and I believe the best description to be an intangible accumulation of rights, interests and obligations. The main reasons for having different classes of share are that either the nominal values of the shares or the rights attached to them are different. Ordinary shares typically have the following rights, but the articles of association should always be reviewed to confirm: a right to receive notice of, attend and vote at general meetings, a right to participate in the profits of the company by way of a dividend, a right to the capital surplus on a winding-up of the company and to create a group structure and a right to notice and information from the company.

2 82 Share Capital Restructuring Ordinary shareholders are the last participators in a company to receive either a dividend or, on a winding-up, a return of capital, with preference shares ranking above ordinary shares for these purposes. Preference shares are often used by Enterprise Ireland or venture capital companies as a means of investing in a company. In my previous article Importance of Company Secretarial For Tax Advisers (Irish Tax Review, 25/4 (2012)), I discussed the rules that apply to holding meetings and approving resolutions. In this article, I will highlight how these company law rules are used in practice in order to examine some of the most common changes in share capital. These changes include: allotment of shares, transfer of shares, alteration of share capital, redemption of shares, buyback of shares, share for share exchange and share for undertaking exchange. Allotment of Shares The allotment of shares is the process by which a company allocates new shares to existing shareholders or to third parties. The directors generally have the ability to allot new shares in a company, but a number of points should be considered before doing so. Authority to allot shares The power to allot shares is vested in the directors by Table A of the Companies Act Section 20 of the Companies (Amendment) Act 1983 provides that the directors of a company shall not exercise any power of the company to allot relevant securities unless they are authorised to do so by the company in general meeting or by the articles of association of the company. The power lasts for five years from the date of incorporation or from the last time that the authority was renewed. Before an allotment of shares, the authority should be reviewed, and if the directors do not have the authority, the power may be renewed for a period of five years by passing an ordinary resolution (51%) of the members and filing a Form G2 with the Companies Registration Office (CRO). The company may wish to include the power in the articles of association by passing a special resolution (75%) and filing a Form G1 and an amended memorandum and articles of association with the CRO. Unissued authorised share capital Before shares may be allotted, the company must have sufficient unissued authorised share capital. The share capital clause in the memorandum and articles of association should be reviewed, and if the company does not have unissued share capital, the members must approve an increase in the authorised share capital. If a new class of shares is being created, the authorised share capital should be increased or unissued share capital converted into the new share class. Section 68 of the Companies Act 1963 provides the company with the power to alter its share capital, and the procedure to increase the authorised share capital is set out below. Pre-emption rights Section 23 of the Companies (Amendment) Act 1983 contains provisions on pre-emption rights, which give existing members the right of first refusal on any allotment of shares. These provisions are designed to protect existing shareholders by maintaining their proportion of shares on the allotment of new shares. Section 23 is usually disapplied or amended in the articles of association of a private limited company; however, the articles of association and any shareholders agreement should always be reviewed before allotment, and it must never be assumed that s23 has been disapplied. If pre-emption rights exist, the members must be given 21 days within which to accept or decline the offer, and the pre-emption rights may also be waived by the members in writing. Cash or non-cash consideration Shares may be issued for cash or non-cash consideration or a mixture of the two. Non-cash consideration may be shares in another company (share for share), machinery, stock, goods or services. A bonus issue of shares is deemed to be a non cash consideration allotment.

3 2014 Number 1 Share Capital Restructuring 83 If shares are allotted for non-cash consideration, a Form 52 (Form B6) should be submitted via the Revenue On-line Service (ROS) and the stamping certificate filed with the Form 52 with the CRO. Nominal value or at a premium Shares may be issued at a premium, which is the difference between the nominal value and the amount paid per share and often reflects the market value of the company. The share premium should be credited to the share premium account. The share premium account cannot be distributed to the shareholders except in limited circumstances. Shares cannot be issued at a discount. Approval of the allotment of shares Subject to the above being confirmed, the directors will be in a position to prepare a letter of offer in respect of the shares. Letters of application should be received, and a meeting of directors may be convened to approve the allotment of shares and to authorise the issue of share certificates. Share certificates should be issued to the shareholders within two months, and Form B5 (and Form 52, if applicable) filed with the CRO within one month of the allotment. The register of members and the register of allotments should be written up to reflect the allotment of shares. Transfer of Shares Shareholders have the ability to transfer some or all of their shares to existing shareholders or to third parties. Sections of the Companies Act 1963 and Regulations 22 8 of Table A provide for the transfer of shares in a company. One of the main differences between a private limited company and a public limited company is that the directors of a private limited company have the right to refuse a transfer of shares. Directors refusing to register a transfer of shares must be acting in the best interests of the company and not in their own personal interests. Before a company proceeds with a transfer of shares, the memorandum and articles of association should be reviewed for any pre-emption rights or restriction of transfer. The company should also check whether any shareholders agreement contains provisions on the transfer of shares. A stock transfer form is the instrument used to execute a transfer of shares. Separate stock transfer forms should be used to transfer shares of different classes. Part I of Table A provides that the stock transfer form must be signed by the transferor and the transferee; however, most private companies disapply this provision and require only the transferor to sign it. If the transferee is availing of the stamp duty exemption, both transferor and transferee should sign the form. The signed stock transfer form and the share certificate should be presented to the company. The transfer of shares may be approved at a meeting of directors, subject to the stock transfer form being stamped or the stamp duty exemption statement being completed. The register of members and the register of transfers should be written up to date, and the new share certificate should be signed, sealed and issued, subject to the receipt of a stamped stock transfer form or a signed form with the stamp duty exemption statement. Stamp duty is payable on any transfer of shares where the value of the consideration or the market value of the shares exceeds 1,000. The rate of stamp duty is 1%, and the stock transfer form must be processed through ROS and the duty paid before a stamping certificate is issued. The transfer may be exempt from stamp duty if the value of the consideration or the market value of the shares is less than 1,000. If the parties are availing of the exemption, the stamp duty exemption statement should be completed on the back of the stock transfer form and signed by both parties. Alteration of Share Capital A company may alter both its authorised and its issued share capital. The Companies Acts provide the flexibility to alter share capital by: increase of the authorised share capital, consolidation of shares, and subdivision of shares. Increase of authorised share capital or creation of new class of shares Section 68(a) of the Companies Act 1963 provides that the company has the power to increase its share capital with new shares. A company usually increases its authorised share capital if there are insufficient shares available to allot or if the company is creating a new share class. The company must have the power in its articles of association to increase the authorised share capital.

4 84 Share Capital Restructuring The members may approve an increase in the authorised share capital by passing an ordinary resolution and, where required, a special resolution to amend the share capital clause in the memorandum and articles of association. A Form B4 and an amended memorandum and articles of association should be filed, with Forms G2 and G1, within 15 days. If a new share class has been created, the rights attaching to the new class should be inserted in the articles of association. Consolidation and subdivision Section 68(b) and (d) of the Companies Act 1963 and Table A provide the company with the power to consolidate and divide any or all of its share capital into shares of larger amount than its existing shares and to subdivide any or all of its existing shares into shares of smaller amount. The articles of association must contain the power to consolidate and/or subdivide the share capital. The members may approve the consolidation or subdivision of shares by passing an ordinary resolution and, if altering the authorised share capital, a special resolution. A Form B7 (Form 28) should be filed with Forms G2 and G1 and the amended memorandum and articles of association. Share Restructuring As discussed above, there are many ways to change the share capital of a company, and the more complex mechanisms would include: redemption of shares, buyback of shares, share for share exchange and share for undertaking exchange. These mechanisms may be used in succession planning, dealing with shareholder disputes, marriage break-ups, creating a tax group or selling a business. The CRO filing requirements include Form G2 for ordinary resolutions, Form G1 for special resolutions and Form B7 (Form 28) for redemption, cancellation or conversion of shares. Redemption of Shares The redemption of shares is a mechanism whereby a company uses its funds to redeem shares from an existing shareholder. Before a company can proceed with a redemption of shares, it must comply with the provisions in ss of the Companies Act Redeemable shares are often used to raise finance, with an option for the investor to have the shares redeemed at some point in the future. Section 207 of the Companies Act 1990 gives a company the power to issue redeemable shares and to redeem those shares accordingly. Section 210 of the Act allows a company to convert the shares proposed to be redeemed into redeemable shares in order for a redemption to proceed. Distributable profits One of the key provisions that a company must comply with in a share redemption is having sufficient distributable profits to fund the redemption. Section 45 of the Companies (Amendment) Act 1983 defines the distributable profits of a company as its net realised profits minus its net realised losses, i.e. tangible profits as stated in the relevant accounts. The relevant accounts are the financial statements in respect of the previous financial year that were laid before the members at the annual general meeting. Conditions for a redemption of shares Redeemable shares may be redeemed subject to the conditions in s207(2): The issue and redemption of redeemable shares must be authorised in the articles of association. Redeemable shares cannot make up more than one-tenth of the nominal value of the total issued share capital of the company. 1 Redeemable shares must be fully paid. The terms of the redemption must provide for payment in full on redemption. Redemption must be made out of profits available for distribution, except: 1 This rule will be removed under the new Companies Bill.

5 2014 Number 1 Share Capital Restructuring 85 Where a company proposes to cancel shares on redemption, such shares may also be redeemed out of the proceeds of a fresh issue of shares made for the purposes of redemption. Any premium payable on redemption must have been provided for out of the distributable profits of the company, except: Where the shares were issued at a premium, any premium payable on their redemption may be paid out of the proceeds of a fresh issue of shares made for the purposes of the redemption, up to an amount equal to the aggregate of the premiums received by the company on the issue of the shares redeemed or the current amount of the company s share premium account, whichever is less. In any such case, the amount of the company s share premium account shall be reduced by a sum corresponding to the amount of any payment made out of the proceeds of the issue of the new shares. Cancellation of shares or holding as treasury shares When shares are redeemed, they may be cancelled or held as treasury shares. Sections 208 and 209 of the Companies Act 1990 provide for cancelling the shares or holding them as treasury shares. Once the shares have been cancelled, the issued share capital is reduced by the number of shares that were redeemed and cancelled. If the shares are not cancelled, they are held by the company as treasury shares and may be reissued or cancelled at some future stage, with the terms approved by the members. Approval of a redemption of shares The members of the company must pass an ordinary resolution to approve the redemption of shares. If the shares to be redeemed have to be converted to redeemable shares, the members must pass an ordinary resolution to approve the conversion and a special resolution to amend the share capital clause in the memorandum and articles of association. Buyback of Shares A buyback of shares is similar to a redemption of shares, but there are some important distinctions. Like a share redemption, a share buyback uses the company s distributable profits to repurchase shares from a shareholder. The buyback of shares is provided for in ss of the Companies Act Section 211 provides that a company may, if authorised by its articles of association, purchase its own shares and that ss207 9, as set out above regarding redemption conditions, cancellation and treasury shares, apply also to a buyback of shares. Section 213 provides that a company shall not make a purchase of its own shares otherwise than in pursuance of a contract that has been authorised in advance. The terms of the proposed contract of purchase shall be authorised by the members passing a special resolution before the contract is entered into. A copy of the contract must be available for inspection by the members at the registered office for 21 days before the extraordinary general meeting (EGM). This meeting cannot be held at short notice, and so a buyback takes longer to complete than a redemption. The CRO filing requires a Form H5 noting the details of the buyback of shares. Conditions for a buyback of shares The buyback of shares must be authorised in the articles of association. The shares may be bought back in their existing form. The buyback must not result in the nominal value of the issued share capital that is not redeemable being less than one-tenth of the nominal value of the total issued share capital of the company. 2 The shares must be fully paid. The shares must be bought back only out of distributable profits. The contract must be made available for inspection at the registered office 21 days before the EGM is held days notice must be given for the EGM. The contract must be approved by passing a special resolution of the members. The shares may be cancelled or held as treasury shares. 2 This rule will be removed under the new Companies Bill. 3 This rule will be removed under the new Companies Bill. This will allow share buybacks to be completed more quickly as companies will not have to wait 21 days if members sign a consent to short-notice form.

6 86 Share Capital Restructuring Share for Share Exchange A share for share exchange involves a company issuing new shares or debentures to a person in exchange for that person s shares or debentures in another company. One of the reasons for implementing a share for share exchange is to create a group for company law and tax purposes. Using this mechanism, the acquiring company issues new shares to a person, and that person then transfers his or her shares in the target company to the acquiring company. Section 586 TCA 1997 treats the exchange of shares as if both companies are the same company and the exchange of shares is a reorganisation of its share capital. The exchange is deemed to be a disposal for capital gains tax purposes if the conditions of the section are met. Stamp duty is applicable on the transfer of shares, but relief can be obtained if the conditions set out in s80 of the Stamp Duties Consolidation Act 1999 are met: The parties must confirm to Revenue that there is a bona fide scheme of reconstruction of a company or companies, or of amalgamation of companies, that is not part of a scheme or arrangement the main purpose of which is to avoid tax. The acquiring company must be a limited liability company incorporated in Ireland or in another EEA State; the target company may be incorporated outside the EEA, but a company that does not have a share capital structure may have difficulty obtaining the relief. The acquiring company must either be incorporated with an object in its memorandum of association to acquire, or pass a resolution authorising an increase in its nominal or issued share capital in order to acquire, at least 90% of the issued share capital of the target company. The consideration paid for the shares in the target company that may be in cash or other non-share form is restricted to 10% of the total consideration. For these purposes, any liabilities assumed or discharged by the acquiring company are ignored. A statutory declaration setting out the details of the transaction must be sworn by a solicitor, If the statutory declaration is found to be false, or if the registered shareholders in the target company cease within two years to be the beneficial owners of the shares in the acquiring company, or vice versa, otherwise than as a result of a reconstruction, amalgamation or liquidation, the relief will be clawed back The acquiring company must allot and issue shares to the registered shareholders of the target company in consideration and exchange for their shares in the target company. The proportions must be maintained, but it is not necessary for the acquiring company to issue the same number of shares as are exchanged. The acquiring company must have control of the target company after the exchange. Company secretarial actions for a share for share exchange The memorandum and articles of association of the acquiring company should be amended. Shares in the target company are transferred from the registered shareholders to the acquiring company. Shares in the acquiring company are allotted to the registered shareholders in the target company. An s80 statutory declaration must be sworn by a solicitor. Stock transfer forms must be filed on ROS. The instrument in respect of which stamp duty relief is being claimed must be executed within 12 months of the date of registration of the acquiring company or the date of the resolution increasing the nominal share capital of the acquiring company. Share certificates must be issued and the registers of both companies updated. Share for Undertaking Exchange Instead of transferring the shares in the target company to the acquiring company, the trade of the target company may be transferred to the acquiring company in exchange for shares. In a share for undertaking exchange, the acquiring company issues shares either to the target company (a two-party exchange) or to the shareholders in the target company (a three-party exchange) in exchange for the undertaking (trade) or part of the

7 2014 Number 1 Share Capital Restructuring 87 undertaking of the target company. An undertaking must be a business, and in the case of a part of an undertaking, it must be capable of comprising a separate business. Stamp duty is applicable to the transfer of undertaking, but relief can be obtained if the conditions set out in s80 of the Stamp Duties Consolidation Act 1999 are met: The parties must confirm to Revenue that there is a bona fide scheme of reconstruction of a company or companies, or of amalgamation of companies, that is not part of a scheme or arrangement the main purpose of which is to avoid tax. The acquiring company must be a limited liability company incorporated in Ireland or in another EEA State; the target company may be incorporated outside the EEA. The acquiring company must either be incorporated with an object in its memorandum of association to acquire, or pass a resolution authorising an increase in its nominal or issued share capital in order to acquire, the undertaking or part of the undertaking of the target company. The consideration paid for the undertaking of the target company that may be in cash and other non-share form is restricted to 10% of the total consideration. For these purposes, any liabilities assumed or discharged by the acquiring company are ignored. A statutory declaration setting out the details of the transaction must be sworn by a solicitor. If the statutory declaration is found to be false, or if the registered shareholders in the target company (three-party exchange) or the target company itself (two-party exchange) cease within two years to be the beneficial owners of the shares in the acquiring company, otherwise than as a result of a reconstruction, amalgamation or liquidation, the relief will be clawed back. The acquiring company must allot and issue shares to the registered shareholders in the target company (three-party exchange) or to the target company itself (two-party exchange) in consideration for the undertaking of the target company. Company secretarial actions for a share for undertaking exchange The memorandum and articles of association of the acquiring company should be amended. The undertaking of the target company is transferred to the acquiring company. Shares in the acquiring company are allotted either to the registered shareholders in the target company or to the target company itself. An s80 statutory declaration must be sworn by a solicitor. The transfer of undertaking must be processed on ROS. The instrument in respect of which stamp duty relief is being claimed must be executed within 12 months of the date of registration of the acquiring company or the date of the resolution increasing the nominal share capital of the acquiring company. Share certificates must be issued and the registers of both companies updated. Conclusion It is important, when implementing a tax plan or tax advice, that the necessary minutes and resolutions are prepared to reflect the changes and are approved by the appropriate parties, being the directors or members. The CRO forms should then be filed, and the statutory register updated to reflect the changes. Failure to record the approval of the proposed changes correctly may mean that the changes have no legal effect. This may lead to Revenue seeking clawbacks of reliefs granted or legal title to shares not being changed as intended. Read more on Company Reorganisations and Restructuring Tax and Legal Considerations, John Cuddigan, 2012 Seminar

Ireland Treasury Shares Guide IBA Corporate and M&A Law Committee 2014

Ireland Treasury Shares Guide IBA Corporate and M&A Law Committee 2014 Ireland Treasury Shares Guide IBA Corporate and M&A Law Committee 2014 Contact Paul White A&L Goodbody, Dublin pwhite@algoodbody.com Contents Page GENERAL OVERVIEW 2 REGULATORY FRAMEWORK 3 ACQUISITION

More information

Summary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011

Summary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011 Summary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011 Millicom International Cellular S.A. ("Millicom") is a company incorporated and governed under the laws of the

More information

Information. Company buy-back of shares: Proceed with caution! Golden rules. Date of payment for shares

Information. Company buy-back of shares: Proceed with caution! Golden rules. Date of payment for shares Information May 2013 Company buy-back of shares: Proceed with caution! Head Office 3 Lonsdale Gardens Tunbridge Wells Kent TN1 1NX T 01892 510000 F 01892 540170 Thames Gateway Corinthian House Galleon

More information

TREASURY SHARES: New flexibility with repurchased shares

TREASURY SHARES: New flexibility with repurchased shares TREASURY SHARES: New flexibility with repurchased shares Unlike our European counterparts, English incorporated companies have been required to cancel any shares purchased by the company, thus reducing

More information

Company Buy Back Insurance

Company Buy Back Insurance Company Buy Back Insurance A) Important This guide is based on information supplied and on our understanding of current legislation and Revenue practice. Important Shareholders must seek professional advice

More information

investing in the Company (including, without limitation, investment in securities and other interests in the Company);

investing in the Company (including, without limitation, investment in securities and other interests in the Company); The Trust Deed is a complex document and the following is a summary only. Recipients of this prospectus and all prospective investors should refer to the Trust Deed itself to confirm specific information

More information

THE REGISTRAR-GENERAL'S DEPARTMENT THE COMPANIES ACT, 1963 (ACT 179)

THE REGISTRAR-GENERAL'S DEPARTMENT THE COMPANIES ACT, 1963 (ACT 179) THE REGISTRAR-GENERAL'S DEPARTMENT THE COMPANIES ACT, 1963 (ACT 179) A Copy of Regulations 8 to 82 in Part I of Table A in the Second Schedule to the Companies Act, 1963 (Act 179) REGULATIONS OF A PRIVATE

More information

Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes)

Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes) Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes) ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 Article 1 Article 1 1.1. 1.1

More information

Preface 2. 1. Incorporation 3. 2. Share Capital 3. 3. Dividends & Distributions 3. 4. Shareholders Suits 3. 5. Protection of Minorities 4

Preface 2. 1. Incorporation 3. 2. Share Capital 3. 3. Dividends & Distributions 3. 4. Shareholders Suits 3. 5. Protection of Minorities 4 Cayman Islands Company Law & Taxation Contents Preface 2 1. Incorporation 3 2. Share Capital 3 3. Dividends & Distributions 3 4. Shareholders Suits 3 5. Protection of Minorities 4 6. Disposal of Assets

More information

The Company Limited by Shares (the LTD )

The Company Limited by Shares (the LTD ) The Company Limited by Shares companies act 2014 companies bill 2012 The Companies Act 2014 (the Act ) came into effect on 1 June 2015 and introduced significant reforms in company law in Ireland. Under

More information

Small Company Limited. Abbreviated Accounts. 31 December 2007

Small Company Limited. Abbreviated Accounts. 31 December 2007 Registered number 123456 Small Company Limited Abbreviated Accounts 31 December 2007 Abbreviated Balance Sheet as at 31 December 2007 Notes 2007 2006 Fixed assets Intangible assets 2 Tangible assets 3

More information

2008 No. 3229 COMPANIES. The Companies (Model Articles) Regulations 2008

2008 No. 3229 COMPANIES. The Companies (Model Articles) Regulations 2008 STATUTORY INSTRUMENTS 2008 No. 3229 COMPANIES The Companies (Model Articles) Regulations 2008 Made - - - - 16th December 2008 Laid before Parliament 17th December 2008 Coming into force - - 1st October

More information

Ordinary and Special Resolutions under Companies Act, 2013

Ordinary and Special Resolutions under Companies Act, 2013 Ordinary and Special Resolutions under Companies Act, 2013 Indian Case Laws In this compilation, Indian Case Laws lists out major corporate actions for which ordinary and special resolutions are required

More information

Cayman Islands Segregated Portfolio Companies

Cayman Islands Segregated Portfolio Companies Cayman Islands Segregated Portfolio Companies Foreword This Memorandum has been prepared for the assistance of anyone who is considering establishing a segregated portfolio company in the Cayman Islands.

More information

technical factsheet 177 Company purchase of own shares

technical factsheet 177 Company purchase of own shares technical factsheet 177 Company purchase of own shares CONTENTS 1. Introduction 2. Legal aspects 3. Taxation 4. Accounting 5. Reporting 6. General business planning issues 7. Ethical considerations for

More information

THE COMPANIES ACTS 1985 AND 1989 A PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION. LONDON SECURITY Plc

THE COMPANIES ACTS 1985 AND 1989 A PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION. LONDON SECURITY Plc No. 53417 THE COMPANIES ACTS 1985 AND 1989 A PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF LONDON SECURITY Plc 1 The name of the Company is London Security Plc * 2 The Company is to be

More information

PART 7 EXEMPTIONS AND RELIEFS FROM STAMP DUTY 4 4 4 SECTION 79 CONVEYANCES AND TRANSFERS OF PROPERTY BETWEEN CERTAIN

PART 7 EXEMPTIONS AND RELIEFS FROM STAMP DUTY 4 4 4 SECTION 79 CONVEYANCES AND TRANSFERS OF PROPERTY BETWEEN CERTAIN PART 7 EXEMPTIONS AND RELIEFS FROM STAMP DUTY 4 OVERVIEW CHAPTER 1 4 4 SECTION 79 CONVEYANCES AND TRANSFERS OF PROPERTY BETWEEN CERTAIN BODIES CORPORATE SECTION 80 RECONSTRUCTIONS OR AMALGAMATIONS OF COMPANIES

More information

Articles of Association Of Dhanamitr Factoring Public Company Limited

Articles of Association Of Dhanamitr Factoring Public Company Limited Articles of Association Of Dhanamitr Factoring Public Company Limited Chapter 1 General Provisions Article 1 This Articles of Association means The Articles of Association of Dhanamitr Factoring Public

More information

ARTICLES OF ASSOCIATION RECKITT BENCKISER GROUP PLC. public limited company

ARTICLES OF ASSOCIATION RECKITT BENCKISER GROUP PLC. public limited company ARTICLES OF ASSOCIATION of RECKITT BENCKISER GROUP PLC public limited company (Articles adopted on 28 August 2007 and amended on 1 May 2008, 6 May 2010, and 3 May 2012) 1. Exclusion of Model Articles The

More information

SUBSIDIARY LEGISLATION 234.42 MERCHANT SHIPPING (SHIPPING ORGANISATIONS - PRIVATE COMPANIES) REGULATIONS

SUBSIDIARY LEGISLATION 234.42 MERCHANT SHIPPING (SHIPPING ORGANISATIONS - PRIVATE COMPANIES) REGULATIONS MERCHANT SHIPPING (SHIPPING ORGANISATIONS - PRIVATE COMPANIES) [S.234.42 1 SUBSIDIARY LEGISLATION 234.42 MERCHANT SHIPPING (SHIPPING ORGANISATIONS - PRIVATE COMPANIES) REGULATIONS 1st May, 2004 LEGAL NOTICE

More information

Constitution of Mercer Investments (Australia) Limited

Constitution of Mercer Investments (Australia) Limited Constitution of Mercer Investments (Australia) Limited Contents Preliminary... 1 1. Definitions... 1 2. Interpretation... 2 3. Application of Corporations Act... 2 Securities... 2 4. Issue of securities...

More information

Buying a Company Off the Shelf

Buying a Company Off the Shelf Buying a Company Off the Shelf If time is an important factor, you can consider buying a ready-made company. The exact procedure will depend on the company formation agents, including online agents, involved,

More information

FRS 14 FINANCIAL REPORTING STANDARDS CONTENTS. Paragraph

FRS 14 FINANCIAL REPORTING STANDARDS CONTENTS. Paragraph ACCOUNTING STANDARDS BOARD OCTOBER 1998 CONTENTS SUMMARY Paragraph Objective 1 Definitions 2 Scope 3-8 Measurement: Basic earnings per share 9-26 Earnings basic 10-13 Number of shares basic 14-26 Bonus

More information

GUIDE TO INCORPORATING COMPANIES

GUIDE TO INCORPORATING COMPANIES GUIDE TO INCORPORATING COMPANIES IRELAND CURRENCY Euro ( ). EXCHANGE CONTROL There is no exchange control in Ireland. There are, however, certain other restrictions which should be noted. Pursuant to the

More information

Cayman Islands Investment Funds

Cayman Islands Investment Funds Cayman Islands Investment Funds Introduction The Cayman Islands are becoming increasingly popular as a jurisdiction for the establishment of offshore investment funds. While these primarily involve institutional

More information

Guide to Profit Sharing Schemes

Guide to Profit Sharing Schemes Guide to Profit Sharing Schemes PROFIT SHARING SCHEMES This booklet describes the provisions of Chapter 1 of Part 17, Taxes Consolidation Act, 1997 and Schedule 11 of that Act, incorporating all amendments

More information

PARTICULARS OF THE SUBSCRIPTION SHARES (as per the Company s Articles of Association)

PARTICULARS OF THE SUBSCRIPTION SHARES (as per the Company s Articles of Association) ARTEMIS ALPHA TRUST PLC (the Company ) PARTICULARS OF THE SUBSCRIPTION SHARES (as per the Company s Articles of Association) 1. Subscription Share Rights (a) A registered holder for the time being of a

More information

JOINT ANNOUNCEMENT MAVEN INCOME AND GROWTH VCT 4 PLC ( MIG 4 ) ORTUS VCT PLC ( ORTUS ) 1 MARCH 2013

JOINT ANNOUNCEMENT MAVEN INCOME AND GROWTH VCT 4 PLC ( MIG 4 ) ORTUS VCT PLC ( ORTUS ) 1 MARCH 2013 JOINT ANNOUNCEMENT MAVEN INCOME AND GROWTH VCT 4 PLC ( MIG 4 ) ORTUS VCT PLC ( ORTUS ) 1 MARCH 2013 RECOMMENDED PROPOSALS TO CONSOLIDATE MIG 4 SHARE CLASSES, MERGE MIG 4 AND ORTUS (TOGETHER THE COMPANIES

More information

Corporate Administrators Programme : Company Law and Company Administration Procedure OPEN SEMINAR CONTENT. > Back to website.

Corporate Administrators Programme : Company Law and Company Administration Procedure OPEN SEMINAR CONTENT. > Back to website. OPEN SEMINAR > Back to website Corporate Administrators Programme : Company Law and Company Administration Procedure CONTENT > Back to website PART I - INTRODUCTION The Modern Company Law in Cyprus 1.

More information

INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW

INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW REPUBLIC OF CYPRUS INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES LAW (No 47(I) of 1999) English translation prepared by The Central Bank of Cyprus ARRANGEMENT OF SECTIONS PART I PRELIMINARY AND GENERAL Section

More information

ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218

ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 Article 1 1.1 The Company's name is TORM A/S. 1.2 The Company also carries out business under the secondary names Aktieselskabet af 3. November 1986

More information

17 EARNINGS PER SHARE (IAS 33) OBJECTIVE

17 EARNINGS PER SHARE (IAS 33) OBJECTIVE Chapter 17 EARNINGS PER SHARE (IAS 33) OBJECTIVE The objective of this IAS is to prescribe principles for the determination and presentation of earning per share. SCOPE This IAS shall apply to the entities

More information

Convening notice for the combined General Meeting.

Convening notice for the combined General Meeting. CELLNOVO GROUP Joint stock company (société anonyme) with a share capital of 10,788,528 Registered office: 13 rue de Londres 75009 Paris Paris Trade and Companies Registry no. 808 426 662 Convening notice

More information

in co-operation with Antis Triantafyllides & Sons LLC Cyprus Companies

in co-operation with Antis Triantafyllides & Sons LLC Cyprus Companies in co-operation with Antis Triantafyllides & Sons LLC Cyprus Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of companies in Cyprus. It

More information

This Cleansing Notice is important and should be read in its entirety.

This Cleansing Notice is important and should be read in its entirety. 22 rd December 2016 Company Announcements Office Australia Securities Exchange CLEANSING NOTICE issued under section 708(12C)e) of the Corporations Act 2001 (Cth) (as inserted by ASIC Corporations (Sale

More information

1.1 Any regulations made under the legislation containing standard articles of association do not apply to the Company.

1.1 Any regulations made under the legislation containing standard articles of association do not apply to the Company. Company Number: 1800000 1 PRELIMINARY COMPANY LIMITED BY SHARES ARTICLES of ASSOCIATION of BRITISH TELECOMMUNICATIONS public limited company (Adopted by a special resolution on 5 August 2010) 1.1 Any regulations

More information

NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS

NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS NEW EQUITYMOBILICITY COMMUNICATIONS INC. - SHARE TERMS That the classes and any maximum number of shares that the Corporation is authorized to issue shall be: (b) (d) an unlimited number of shares of a

More information

THE SHERWIN-WILLIAMS COMPANY

THE SHERWIN-WILLIAMS COMPANY Amended and Restated Articles of Incorporation of THE SHERWIN-WILLIAMS COMPANY As amended through February 18, 2015 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE SHERWIN-WILLIAMS COMPANY FIRST:

More information

IVCA STANDARDIZED TERMS FOR SHAREHOLDERS AGREEMENTS

IVCA STANDARDIZED TERMS FOR SHAREHOLDERS AGREEMENTS IRISH VENTURE CAPITAL ASSOCIATION IVCA STANDARDIZED TERMS FOR SHAREHOLDERS AGREEMENTS 000000.0004.BH A subcommittee of the Irish Venture Capital Association has agreed specimen clauses covering the following

More information

Companies Act 2014 Ireland

Companies Act 2014 Ireland Ireland Irish Transfer Pricing Firm of the Year 2015 International Tax Review European Law Firm of the Year 2015 Hedge Fund Journal Law Firm of the Year 2014 Irish Pensions Awards Financial Times 2012-2014

More information

Part 6. Distribution of Profits and Assets

Part 6. Distribution of Profits and Assets Part 6 Division 1 Section 290 A3827 Part 6 Distribution of Profits and Assets Division 1 Preliminary 290. Interpretation (1) In this Part called up share capital ( ), in relation to a company, means so

More information

ST IVES PLC ST IVES LONG TERM INCENTIVE PLAN 2010. Approved by shareholders of the Company on. Adopted by the board of the Company on

ST IVES PLC ST IVES LONG TERM INCENTIVE PLAN 2010. Approved by shareholders of the Company on. Adopted by the board of the Company on DISPLAY VERSION ST IVES PLC ST IVES LONG TERM INCENTIVE PLAN 2010 Approved by shareholders of the Company on Adopted by the board of the Company on The Plan is a discretionary benefit offered by St Ives

More information

EUTELSAT COMMUNICATIONS. Société anonyme with a share capital of 226,972,338 Euros Registered Office: 70 rue Balard, 75015 Paris 481 043 040 RCS Paris

EUTELSAT COMMUNICATIONS. Société anonyme with a share capital of 226,972,338 Euros Registered Office: 70 rue Balard, 75015 Paris 481 043 040 RCS Paris EUTELSAT COMMUNICATIONS Société anonyme with a share capital of 226,972,338 Euros Registered Office: 70 rue Balard, 75015 Paris 481 043 040 RCS Paris ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING OF

More information

Companies Act 2006. Capital reductions and share buybacks. April 2008

Companies Act 2006. Capital reductions and share buybacks. April 2008 Companies Act 2006 Capital reductions and share buybacks April 2008 Introduction Under the Companies Act 2006, private companies will from 1 October 2008 be able to make a reduction of capital without

More information

ishares CSI A-Share Financials Index ETF* (*This is a synthetic ETF) (Stock Code: 2829) (the CSI Financials ETF )

ishares CSI A-Share Financials Index ETF* (*This is a synthetic ETF) (Stock Code: 2829) (the CSI Financials ETF ) SIXTH REMINDER THIS ANNOUNCEMENT AND NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR UNITS OF THE EXCHANGE

More information

A-Z GUIDE THE NEW DANISH COMPANIES ACT. U p d a t e d S e p t e m b e r 2 0 1 3

A-Z GUIDE THE NEW DANISH COMPANIES ACT. U p d a t e d S e p t e m b e r 2 0 1 3 A-Z GUIDE THE NEW DANISH COMPANIES ACT U p d a t e d S e p t e m b e r 2 0 1 3 Table of Contents A... 3 B... 3 C... 4 D... 5 E... 6 F... 7 G... 8 I... 8 L... 9 M... 11 N... 12 O... 13 P, Q... 13 R... 15

More information

MASDAR CITY COMPANIES REGISTRATION REGULATIONS

MASDAR CITY COMPANIES REGISTRATION REGULATIONS MASDAR CITY COMPANIES REGISTRATION REGULATIONS 2009 VERSION 3.0 11 OCTOBER 2016 CONTENTS Clause Page 1. Title... 1 2. Legislative Authority... 1 3. Interpretation... 1 4. Formation of Companies... 1 5.

More information

Bermuda Exempted Companies

Bermuda Exempted Companies Bermuda Exempted Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of companies in Bermuda. It deals in broad terms with the requirements

More information

ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218

ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 Article 1 1.1 The Company's name is TORM A/S. 1.2 The Company also carries out business under the secondary names Aktieselskabet af 3. November 1986

More information

ACCOUNTING STANDARDS BOARD OCTOBER 1998 FRS 14 FINANCIAL REPORTING STANDARD EARNINGS ACCOUNTING STANDARDS BOARD

ACCOUNTING STANDARDS BOARD OCTOBER 1998 FRS 14 FINANCIAL REPORTING STANDARD EARNINGS ACCOUNTING STANDARDS BOARD ACCOUNTING STANDARDS BOARD OCTOBER 1998 FRS 14 14 EARNINGS FINANCIAL REPORTING STANDARD PER SHARE ACCOUNTING STANDARDS BOARD Financial Reporting Standard 14 Earnings per Share is issued by the Accounting

More information

COLLECTIVE INVESTMENT SCHEMES ACT 2008 AUTHORISED COLLECTIVE INVESTMENT SCHEMES REGULATIONS 2010. Approved by Tynwald 19 October 2010

COLLECTIVE INVESTMENT SCHEMES ACT 2008 AUTHORISED COLLECTIVE INVESTMENT SCHEMES REGULATIONS 2010. Approved by Tynwald 19 October 2010 Statutory Document No. 682/10 COLLECTIVE INVESTMENT SCHEMES ACT 2008 AUTHORISED COLLECTIVE INVESTMENT SCHEMES REGULATIONS 2010 Approved by Tynwald 19 October 2010 Coming into operation on 1 January 2011

More information

IRELAND EMPLOYEE BENEFITS SHARE INCENTIVE SCHEMES MAY 2013

IRELAND EMPLOYEE BENEFITS SHARE INCENTIVE SCHEMES MAY 2013 IRELAND EMPLOYEE BENEFITS SHARE INCENTIVE SCHEMES MAY 2013 CONTENTS Page No 1 Introduction...3 1.1 Share incentive schemes...3 1.2 Types of share incentive schemes...3 1.3 How we can help...4 2 Share /

More information

DATED 2014 EMMIT PLC 5 PER CENT CONVERTIBLE UNSECURED LOAN NOTE 2017

DATED 2014 EMMIT PLC 5 PER CENT CONVERTIBLE UNSECURED LOAN NOTE 2017 DATED 2014 EMMIT PLC 5 PER CENT CONVERTIBLE UNSECURED LOAN NOTE 2017 1 CONVERTIBLE LOAN NOTE executed as a deed and dated 2014 by EMMIT PLC, a company registered in England and Wales under Company No.

More information

FINAL EXAMINATION GROUP IV (SYLLABUS 2008) SUGGESTED ANSWERS TO QUESTIONS JUNE Time Allowed : 3 Hours Full Marks : 100

FINAL EXAMINATION GROUP IV (SYLLABUS 2008) SUGGESTED ANSWERS TO QUESTIONS JUNE Time Allowed : 3 Hours Full Marks : 100 FINAL EXAMINATION GROUP IV (SYLLABUS 2008) SUGGESTED ANSWERS TO QUESTIONS JUNE 2013 Paper-16 : ADVANCED FINANCIAL ACCOUNTING AND REPORTING Time Allowed : 3 Hours Full Marks : 100 The figures in the margin

More information

SUNCORP GROUP LIMITED

SUNCORP GROUP LIMITED SUNCORP GROUP LIMITED ABN 66 145 290 124 EXEMPT EMPLOYEE SHARE PLAN TRUST DEED 5709273/1 TABLE OF CONTENTS 1. PURPOSE... 1 2. DEFINITIONS... 1 3. OPERATION OF THE PLAN... 4 4. HOW THE PLAN WORKS... 4 5.

More information

Unauthorised translation ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)

Unauthorised translation ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106) Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects

More information

Accounting Standard (AS) 14 Accounting for Amalgamations. IPCC Paper 1 Accounting,Chapter 1 CA.Karan Chopra

Accounting Standard (AS) 14 Accounting for Amalgamations. IPCC Paper 1 Accounting,Chapter 1 CA.Karan Chopra Accounting Standard (AS) 14 Accounting for Amalgamations IPCC Paper 1 Accounting,Chapter 1 CA.Karan Chopra Agenda Introduction Definitions Types of Amalgamation Amalgamation in the Nature of Merger Amalgamation

More information

Blueprint Dental Equipment Limited

Blueprint Dental Equipment Limited Registered number 05055354 Abbreviated Accounts 31 March 2014 Registered number: 05055354 Abbreviated Balance Sheet as at 31 March 2014 Notes 2014 2013 Fixed assets Tangible assets 2 42,974 28,921 Current

More information

Comparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies

Comparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies Comparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies Foreword This memorandum has been prepared for the assistance of those who are considering

More information

call options supplementary terms and conditions and application forms

call options supplementary terms and conditions and application forms x multiplying your investments to multiply your returns x multiplying your investments to multiply your returns x multiplying your investments to multiply your returns x multiplying your investments to

More information

(c) Management Company Employees Options may also be granted to individuals (hereinafter referred to as Management Company Employees ) employed by a

(c) Management Company Employees Options may also be granted to individuals (hereinafter referred to as Management Company Employees ) employed by a POET TECHNOLOGIES INC. (the Corporation ) (formerly OPEL Technologies Inc. ) 2014 STOCK OPTION PLAN (the Plan ) 1. Purpose of the Plan The purpose of the Plan is to assist the Corporation in attracting,

More information

GUIDE TO COMPANIES IN GUERNSEY

GUIDE TO COMPANIES IN GUERNSEY GUIDE TO COMPANIES IN GUERNSEY CONTENTS PREFACE 1 1. Types of Companies 2 2. Formation of Companies 4 3. Continuing Requirements 7 4. Tax Regime 9 5. Incorporation and Administration Services 9 PREFACE

More information

Companies Regulations (COR)

Companies Regulations (COR) Appendix 9 In this appendix underlining indicates new text and striking through indicates deleted text. N.B. As mentioned in paragraph 7 of this consultation paper, these regulations are made under the

More information

SDI Limited A. B. N. 27 008 075 581 EXECUTIVE SHARE OPTION PLAN PLAN RULES

SDI Limited A. B. N. 27 008 075 581 EXECUTIVE SHARE OPTION PLAN PLAN RULES This document is important and should be read in its entirety. If you do not understand its contents, you should consult your Accountant or other professional adviser. SDI Limited A. B. N. 27 008 075 581

More information

LITHUANIA LAW ON COMPANIES

LITHUANIA LAW ON COMPANIES LITHUANIA LAW ON COMPANIES Important Disclaimer This translation has been generously provided by the Lithuanian Securities Commission. This does not constitute an official translation and the translator

More information

Part 4. Share Capital

Part 4. Share Capital Part 4 Division 1 Section 134 A3599 Part 4 Share Capital Division 1 Nature of Shares 134. Nature and transferability of shares (1) A share or other interest of a member in a company is personal property.

More information

Cayman Islands Unit Trusts

Cayman Islands Unit Trusts Cayman Islands Unit Trusts Introduction A unit trust is a special kind of trust which, in addition to being subject to the laws governing trusts, is also subject to the laws governing mutual funds. A unit

More information

CHAPTER 16 INVESTMENT ENTITIES

CHAPTER 16 INVESTMENT ENTITIES CHAPTER 16 INVESTMENT ENTITIES Introduction 16.1 This Chapter sets out the requirements for the listing of the securities of investment entities, which include investment companies, unit trusts, closed-end

More information

DATED 2013 ALPHA PROSPECTS PLC AND [ ] 10 PER CENT. CONVERTIBLE UNSECURED LOAN NOTE 2016

DATED 2013 ALPHA PROSPECTS PLC AND [ ] 10 PER CENT. CONVERTIBLE UNSECURED LOAN NOTE 2016 DATED 2013 ALPHA PROSPECTS PLC AND [ ] 10 PER CENT. CONVERTIBLE UNSECURED LOAN NOTE 2016 Alpha Prospects Plc 10% Convertible Unsecured Loan Note 2016 for [ ] August 2013 CONTENTS 1. DEFINITIONS AND INTERPRETATION...

More information

National Technical. New Companies Ordinance in Hong Kong How does the new CO affect accountants in preparing financial statements?

National Technical. New Companies Ordinance in Hong Kong How does the new CO affect accountants in preparing financial statements? National Technical New Companies Ordinance in Hong Kong How does the new CO affect accountants in preparing financial statements? New Companies Ordinance in Hong Kong How does the new CO affect accountants

More information

Constitution. E-Plus Limited ACN

Constitution. E-Plus Limited ACN Constitution of E-Plus Limited ACN 605 951 059 Contents Clause number Heading Page 1. Preliminary 1 1.1 Definitions 1 1.2 Corporations Act and Listing Rules definitions 2 1.3 Interpretation 2 1.4 Replaceable

More information

Chapter 7. Changes in capital and new issues

Chapter 7. Changes in capital and new issues Table of Contents Chapter 7 The main headings in this chapter Rules New issues 7.1 7.9 No interference etc with issue of + securities 7.10 Rules that apply to all + pro rata issues 7.11 Rules that apply

More information

Shareholder Protection An Advisor Guide

Shareholder Protection An Advisor Guide For Financial Advisors use only Shareholder Protection An Advisor Guide Life Advisory Services This document provides an outline of the taxation issues to be considered when you are putting together a

More information

Contents M31 MISCELLANEOUS TECHNICAL STATEMENTS ACCOUNTING FOR THE REDEMPTION AND PURCHASE OF OWN SHARES BY COMPANIES IN THE REPUBLIC OF IRELAND

Contents M31 MISCELLANEOUS TECHNICAL STATEMENTS ACCOUNTING FOR THE REDEMPTION AND PURCHASE OF OWN SHARES BY COMPANIES IN THE REPUBLIC OF IRELAND Contents Introduction Background Issue and Redemption of Redeemable Shares Conversion of existing shares to redeemable shares Purchase of own shares Treasury Shares Share Premium Capital redemption Reserve

More information

How to set up a company in South Africa

How to set up a company in South Africa How to set up a company in South Africa Business entities and registration procedures The most common business entities in South Africa are: 1. Companies 2. Close corporations 3. Partnerships and sole

More information

Accounting and Reporting Policy FRS 102. Staff Education Note 1 Cash flow statements

Accounting and Reporting Policy FRS 102. Staff Education Note 1 Cash flow statements Staff Education Note 1: Cash flow Statements Accounting and Reporting Policy FRS 102 Staff Education Note 1 Cash flow statements Disclaimer This Education Note has been prepared by FRC staff for the convenience

More information

Number 38 of 2014. Companies Act 2014 VOLUME 2 SECTIONS 963 TO 1448 AND SCHEDULES 1 TO 17

Number 38 of 2014. Companies Act 2014 VOLUME 2 SECTIONS 963 TO 1448 AND SCHEDULES 1 TO 17 Number 38 of 2014 Companies Act 2014 VOLUME 2 SECTIONS 963 TO 1448 AND SCHEDULES 1 TO 17 [2014.] Companies Act 2014. [No. 38.] PART 16 DESIGNATED ACTIVITY COMPANIES CHAPTER 1 Preliminary and definitions

More information

CERTIFICATE OF DESIGNATION OF PREFERRED STOCK OF LIGHTING SCIENCE GROUP CORPORATION. To Be Designated Series B Preferred Stock

CERTIFICATE OF DESIGNATION OF PREFERRED STOCK OF LIGHTING SCIENCE GROUP CORPORATION. To Be Designated Series B Preferred Stock CERTIFICATE OF DESIGNATION OF PREFERRED STOCK OF LIGHTING SCIENCE GROUP CORPORATION To Be Designated Series B Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

More information

ARTICLES OF ASSOCIATION OF

ARTICLES OF ASSOCIATION OF ARTICLES OF ASSOCIATION OF SAMPLE LIMITED 樣 板 有 限 公 司 Incorporated the 13 th day of Au gust, 9. HONG KONG No. [COPY] CERTIFICATE OF INCORPORATION * * * I hereby certify that SAMPLE LIMITED 樣 板 有 限 公 司

More information

Companies Act Private Company Limited by Shares. Articles of

Companies Act Private Company Limited by Shares. Articles of Companies Act 2006 Private Company Limited by Shares Articles of. Interpretations 1. In these Articles: Address means a postal address or, for the purposes of electronic communication, a fax number, email

More information

Cash Flow Statements

Cash Flow Statements STATUTORY BOARD FINANCIAL SB-FRS 7 REPORTING STANDARD Cash Flow Statements SB-FRS 7 Cash Flow Statements applies to Statutory Boards for annual periods beginning on or after 1 January 2009. This Standard

More information

6 months to 28 Feb months to 29 Feb Exceptional items & goodwill amortisation 73 (9) (137) (70) (130)

6 months to 28 Feb months to 29 Feb Exceptional items & goodwill amortisation 73 (9) (137) (70) (130) Group Profit and Loss Account 6 months to 28 Feb 2005 6 months to 29 Feb 2004 12 months to 31 Aug 2004 Note Before exceptional items & goodwill Exceptional items & goodwill Total Before exceptional items

More information

TERM SHEET FOR INVESTMENT IN [INVESTEE] LIMITED

TERM SHEET FOR INVESTMENT IN [INVESTEE] LIMITED TERM SHEET FOR INVESTMENT IN [INVESTEE] LIMITED This Term Sheet summarises the principal terms of the proposed investment by Invest Growth Fund LP (the Fund or the Lead Investor ) acting by its manager,

More information

There are a number of ways for both private and public. How to handle purchase of own company shares. The big read. Insight and analysis.

There are a number of ways for both private and public. How to handle purchase of own company shares. The big read. Insight and analysis. Insight and analysis www.taxjournal.com The big read How to handle purchase of own company shares Speed read Where a company purchases its own shares, it is commonly referred to as a share buyback. A share

More information

THE NEW YORK TIMES COMPANY. Certificate of Incorporation

THE NEW YORK TIMES COMPANY. Certificate of Incorporation THE NEW YORK TIMES COMPANY Certificate of Incorporation As Amended and Restated on September 29, 1993; and As Amended on June 19, 1998, and June 22, 2007 CERTIFICATE OF INCORPORATION of THE NEW YORK TIMES

More information

Nova Scotia Business Incorporated Act

Nova Scotia Business Incorporated Act Nova Scotia Business Incorporated Act CHAPTER 30 OF THE ACTS OF 2000 as amended by 2010, c. 35, s. 41; 2011, c. 23; 2014, c. 33, ss. 23-36; 2015, c. 6, ss. 32-40 2015 Her Majesty the Queen in right of

More information

GUIDE TO COMPANIES IN THE CAYMAN ISLANDS

GUIDE TO COMPANIES IN THE CAYMAN ISLANDS GUIDE TO COMPANIES IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 Introduction 2 PART A: Exempted Companies 2 1. Classification 2 2. Company Names 2 3. Memorandum of Association 3 4. Articles of Association

More information

ARTICLES OF ASSOCIATION DIALOG SEMICONDUCTOR PLC 1. (Adopted by Special Resolution passed on 5 May 2010) PRELIMINARY

ARTICLES OF ASSOCIATION DIALOG SEMICONDUCTOR PLC 1. (Adopted by Special Resolution passed on 5 May 2010) PRELIMINARY THE COMPANIES ACTS 1985 AND 2006 COMPANY NO. 3505161 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION Of DIALOG SEMICONDUCTOR PLC 1 (Adopted by Special Resolution passed on 5 May 2010) PRELIMINARY

More information

Value Added tax Information Leaflet

Value Added tax Information Leaflet Value Added tax Information Leaflet Liquidators and Receivers 1. General 1.1 What is a liquidator Under the provisions of the Companies Acts, 1963 to 2001, a company may be wound up either by order of

More information

TAXATION GUIDANCE INTRODUCTION

TAXATION GUIDANCE INTRODUCTION TAXATION GUIDANCE INTRODUCTION Shareholders Odd-lot Holdings will be purchased under the Odd-lot Offer unless they elect to retain their Odd-lot Holdings. In making their decision whether or not to elect

More information

The following Key Managerial Personnel of the Company:

The following Key Managerial Personnel of the Company: 1. Preface TIMEX GROUP INDIA LIMITED POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION As per Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

More information

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)

ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106) Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects

More information

company law reform are you ready? Standard articles of association of an S.A.S.

company law reform are you ready? Standard articles of association of an S.A.S. company law reform are you ready? Standard articles of association of an S.A.S. Standard articles of association of an S.A.S. The eagerly awaited company law reform has now been adopted and we are pleased

More information

A R T I C L E S O F A S S O C I A T I O N

A R T I C L E S O F A S S O C I A T I O N These Articles of Association have been translated from Danish into English. In case of any discrepancies, the Danish version shall be the governing text. A R T I C L E S O F A S S O C I A T I O N of Danish

More information

Simple guide to the Companies Act 2006 (Amendment of Part 18) Regulations 2013 & 2015

Simple guide to the Companies Act 2006 (Amendment of Part 18) Regulations 2013 & 2015 EMPLOYEE OWNERSHIP & SHARE BUY BACKS Simple guide to the Companies Act 2006 (Amendment of Part 18) Regulations 2013 & 2015 APRIL 2015 Contents Contents... 2 Introduction... 3 Summary of the April 2013

More information

FRS1 FINANCIAL REPORTING STANDARDS ACCOUNTING STANDARDS BOARD OCTOBER 1996 FRS 1 (REVISED 1996)

FRS1 FINANCIAL REPORTING STANDARDS ACCOUNTING STANDARDS BOARD OCTOBER 1996 FRS 1 (REVISED 1996) ACCOUNTING STANDARDS BOARD OCTOBER 1996 FRS 1 (REVISED 1996) Financial Reporting Standard 1 (Revised 1996) is set out in paragraphs 1-50. The Statement of Standard Accounting Practice set out in paragraphs

More information

8. Part I: Form of Balance Sheet and Note 6 to General Instructions for Preparation of Balance Sheet

8. Part I: Form of Balance Sheet and Note 6 to General Instructions for Preparation of Balance Sheet a) convertible debt where the conversion option lies with the issuer, or b) mandatorily convertible debt instrument. 7.5.2. Based on the specific exemption granted only to those cases where the conversion

More information

MEMORANDUM OF ASSOCIATION

MEMORANDUM OF ASSOCIATION THE COMPANIES ACTS, 1963 TO 2006 A PUBLIC COMPANY LIMITED BY SHARES AN UMBRELLA TYPE INVESTMENT COMPANY WITH VARIABLE CAPITAL AND HAVING SEGREGATED LIABILITY BETWEEN SUB-FUNDS NATIXIS INTERNATIONAL FUNDS

More information

Transfer of a business to a company Article by Paul McDevitt, FCCA, Examiner Formation 2 Taxation

Transfer of a business to a company Article by Paul McDevitt, FCCA, Examiner Formation 2 Taxation Transfer of a business to a company Article by Paul McDevitt, FCCA, Examiner Formation 2 Taxation At a time when personal income tax rates are in excess of 50% now is an opportune time for sole traders

More information

RESTATED CERTIFICATE OF INCORPORATION GENERAL MILLS, INC. as amended through. October 31, 2001

RESTATED CERTIFICATE OF INCORPORATION GENERAL MILLS, INC. as amended through. October 31, 2001 RESTATED CERTIFICATE OF INCORPORATION OF GENERAL MILLS, INC. as amended through October 31, 2001 RESTATED CERTIFICATE OF INCORPORATION OF GENERAL MILLS, INC. ARTICLE I The name of this Corporation is General

More information