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Companies Act 1985,
SCHEDULE 25 is up to date with all changes known to be in force on or before 23 August 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
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Section 132(7).
Textual Amendments
F1Schs. 20-25 repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual provisions
Modifications etc. (not altering text)
C1Sch. 25 : by Companies Act 1989 (c. 40, SIF 27), ss. 144(4), 213(2), Sch. 18 para. 38 it is provided that in Sch. 25 “subsidiary” has the meaning given by s. 736 of this 1985 Act as originally enacted (subject to the transitional and savings provisions mentioned in S.I. 1990/1392, art. 6)
38(1)This section applies where the issuing company—
(a)is a wholly-owned subsidiary of another company (“the holding company”); and
(b)allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to it of shares in another subsidiary (whether wholly-owned or not) of the holding company.
(2)Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company shall not be required by section 56 of the 1948 Act to transfer any amount in excess of the minimum premium value to the share premium account.
(3)In subsection (2) above “ ” means the amount (if any) by which the base value of the shares transferred exceeds the aggregate nominal value of the shares allotted in consideration for the transfer.
(4)For the purposes of subsection (3) above, the base value of the shares transferred shall be taken as—
(a)the cost of those shares to the company transferring them; or
(b)the amount at which those shares are stated in that company’s accounting records immediately before the transfer;
whichever is the less.
(5)Section 37 of this Act shall not apply in a case to which this section applies.
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