Companies Act 2006

Shares held by company's nominee U.K.

660 Treatment of shares held by nominee U.K.

(1) This section applies where shares in a limited company—

(a) are taken by a subscriber to the memorandum as nominee of the company,

(b) are issued to a nominee of the company, or

(c) are acquired by a nominee of the company, partly paid up, from a third person.

(2) For all purposes—

(a) the shares are to be treated as held by the nominee on his own account, and

(b) the company is to be regarded as having no beneficial interest in them.

(3) This section does not apply—

(a) to shares acquired otherwise than by subscription by a nominee of a public company, where—

(i) a person acquires shares in the company with financial assistance given to him, directly or indirectly, by the company for the purpose of or in connection with the acquisition, and

(ii) the company has a beneficial interest in the shares;

(b) to shares acquired by a nominee of the company when the company has no beneficial interest in the shares.

661 Liability of others where nominee fails to make payment in respect of shares U.K.

(1) This section applies where shares in a limited company—

(a) are taken by a subscriber to the memorandum as nominee of the company,

(b) are issued to a nominee of the company, or

(c) are acquired by a nominee of the company, partly paid up, from a third person.

(2) If the nominee, having been called on to pay any amount for the purposes of paying up, or paying any premium on, the shares, fails to pay that amount within 21 days from being called on to do so, then—

(a) in the case of shares that he agreed to take as subscriber to the memorandum, the other subscribers to the memorandum, and

(b) in any other case, the directors of the company when the shares were issued to or acquired by him,

are jointly and severally liable with him to pay that amount.

(3) If in proceedings for the recovery of an amount under subsection (2) it appears to the court that the subscriber or director—

(a) has acted honestly and reasonably, and

(b) having regard to all the circumstances of the case, ought fairly to be relieved from liability,

the court may relieve him, either wholly or in part, from his liability on such terms as the court thinks fit.

(4) If a subscriber to a company's memorandum or a director of a company has reason to apprehend that a claim will or might be made for the recovery of any such amount from him—

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had in proceedings for recovery of that amount.

(5) This section does not apply to shares acquired by a nominee of the company when the company has no beneficial interest in the shares.