问题 问答题

In the context of the formation of companies, explain:

(a) the statement of capital and initial shareholdings; (4 marks)

答案

参考答案:

Section I Companies Act (CA) B00F requires a ‘statement of capital and initial shareholdings’ to be submitted to the registrar in the application to register a company with share capital. Such a statement is essentially a ‘snapshot’ of a company’s share capital at the point of registration. Section A0 CA B00F requires the statement of capital and initial shareholdings to contain the following information:– the total number of shares of the company to be taken on formation by the subscribers to the memorandum;– the aggregate nominal value of those shares;– for each class of shares: prescribed particulars of the rights attached to those shares, the total number of shares of that class and the aggregate nominal value of shares of that class; and– the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the shares or by way of premium). The statement must contain such information as may be required to identify the subscribers to the memorandum of association. With regard to such subscribers, it must state:– the number, nominal value (of each share) and class of shares to be taken by them on formation, and– the amount to be paid up and the amount (if any) to be unpaid on each share. Where a subscriber takes shares of more than one class of share, the above information is required for each class. The foregoing applies to companies limited by shares. Section AA CA B00F states that private companies limited by guarantee must provide details as to those parties entering into the guarantee and the extent of their commitment.

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