(1)It is lawful for a company to pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the company, if the following conditions [F1and any conditions which apply in respect of any such payment by virtue of rules made under section 169(2) of the Financial Services Act 1986] are satisfied.
(2)The payment of the commission must be authorised by the company’s articles; and—
(a)the commission paid or agreed to be paid must not exceed [F210 per cent. of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is the less;]
[F2(i)any limit imposed on it by those rules or, if none is so imposed, 10 per cent, of the price at which the shares are issued; or
(ii)the amount or rate authorised by the articles, whichever is the less][F3and
(b)the amount or rate per cent. of commission paid or agreed to be paid, and the number of shares which persons have agreed for a commission to subscribe absolutely, must be disclosed in the manner required by the following subsection.
(3)Those matters must, in the case of shares offered to the public for subscription, be disclosed in the prospectus; and in the case of shares not so offered—
(a)they must be disclosed in a statement in the prescribed form signed by every director of the company or by his agent authorised in writing, and delivered (before payment of the commission) to the registrar of companies for registration; and
(b)where a circular or notice (not being a prospectus) inviting subscription for the shares is issued, they must also be disclosed in that circular or notice.
(4)If default is made in complying with subsection (3)(a) as regards delivery to the registrar of the statement in prescribed form, the company and every officer of it who is in default is liable to a fine].
Textual Amendments
F1S. 97(1): words inserted (prosp.) by Financial Services Act 1986 (c. 60, SIF 69), ss. 211(1), 212(2), Sch. 16 para. 16(a)
F2S. 97(2)(a)(i)(ii) substituted (prosp.) for words from “10 per cent." onwards by Financial Services Act 1986 (c. 60, SIF 69), ss. 211(1), 212(2), Sch. 16 para. 16(b)
F3Word “and" and s. 97(2)(b),(3)(4) repealed (29.4.1988 except as mentioned in S.I. 1988/740, art. 2, Sch.) by Financial Services Act 1986 (c. 60, SIF 69), ss. 211(1), 212(3), Sch. 17