175 Publicity for proposed payment out of capital.E+W+S
(1)Within the week immediately following the date of the resolution for payment out of capital the company must cause to be published in the Gazette a notice—
(a)stating that the company has approved a payment out of capital for the purpose of acquiring its own shares by redemption or purchase or both (as the case may be);
(b)specifying the amount of the permissible capital payment for the shares in question and the date of the resolution under section 173;
(c)stating that the statutory declaration of the directors and the auditors’ report required by that section are available for inspection at the company’s registered office; and
(d)stating that any creditor of the company may at any time within the 5 weeks immediately following the date of the resolution for payment out of capital apply to the court under section 176 for an order prohibiting the payment.
(2)Within the week immediately following the date of the resolution the company must also either cause a notice to the same effect as that required by subsection (1) to be published in an appropriate national newspaper or give notice in writing to that effect to each of its creditors.
(3)“An appropriate national newspaper” means a newspaper circulating throughout England and Wales (in the case of a company registered in England and Wales), and a newspaper circulating throughout Scotland (in the case of a company registered in Scotland).
(4)References below in this section to the first notice date are to the day on which the company first publishes the notice required by subsection (1) or first publishes or gives the notice required by subsection (2) (whichever is the earlier).
(5)Not later than the first notice date the company must deliver to the registrar of companies a copy of the statutory declaration of the directors and of the auditors’ report required by section 173.
(6)The statutory declaration and auditors’ report—
(a)shall be kept at the company’s registered office throughout the period beginning with the first notice date and ending 5 weeks after the date of the resolution for payment out of capital, and
(b)shall F1 . . . be open to the inspection of any member or creditor of the company without charge.
(7)If an inspection required under subsection (6) is refused, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.
(8)In the case of refusal of an inspection required under subsection (6) of a declaration or report, the court may by order compel an immediate inspection of that declaration or report.
Textual Amendments
F1Words in s. 175(6) repealed (01.11.1991) by Companies Act 1989 (c. 40, SIF 27), ss. 143(3), 212, 213(2), Sch. 24; S.I. 1991/1996, art. 2(2)(b)(c).
Modifications etc. (not altering text)
C1S. 175(6) explained (1.11.1991) by S.I. 1991/1998, reg. 3(1).