Issue of redeemable shares

Published by a ³ÉÈËÓ°Òô Corporate expert
Practice notes

Issue of redeemable shares

Published by a ³ÉÈËÓ°Òô Corporate expert

Practice notes
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A limited company that proposes to issue shares'>redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).

Why do companies issue redeemable shares?

A company may wish to issue redeemable shares so that it has an alternative way to return surplus capital to shareholders without having to carry out a purchase of its own shares (also known as a share buyback) or pay a dividend. One of the key reasons why a company may prefer to carry out a redemption rather than a share buyback is that, in contrast to a buyback, stamp duty is not payable on a redemption. For further information on share buybacks, see Practice Notes: How to carry out a share buyback and Share buybacks—the legal framework.

Issue of redeemable shares—initial considerations

A limited company having a share capital may issue redeemable shares. Redeemable shares are a statutory concept contained in the CA 2006, which includes detailed provisions relating to the terms, manner, financing and timing of their redemption.

Power to issue redeemable shares

A limited company having a share capital

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Jurisdiction(s):
United Kingdom
Key definition:
Redeemable shares definition
What does Redeemable shares mean?

Pursuant to CA 2006, ss 684–686, any limited company having a share capital may issue redeemable shares of any class. However, a public company may only issue redeemable shares if it is authorised to do so by its articles of association. A private company’s articles may exclude or restrict the issue of redeemable shares but need not expressly authorise it. The model articles provide a right for both a private company and a public company to issue redeemable shares. The terms, conditions and manner of redemption may be determined by the directors (if they are authorised to do so), by the articles of association or by a resolution of the company. The resolution may be an ordinary resolution even though it amends the company’s articles of association. Redeemable shares in a limited company may not be redeemed unless they are fully paid.

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