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Companies Act 2006

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Changes over time for: Section 598

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Point in time view as at 03/10/2022.

Changes to legislation:

Companies Act 2006, Section 598 is up to date with all changes known to be in force on or before 04 March 2025. 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. Help about Changes to Legislation

598Public company: agreement for transfer of non-cash asset in initial periodU.K.
This section has no associated Explanatory Notes

(1)A public company formed as such must not enter into an agreement—

(a)with a person who is a subscriber to the company's memorandum,

(b)for the transfer by him to the company, or another, before the end of the company's initial period of one or more non-cash assets, and

(c)under which the consideration for the transfer to be given by the company is at the time of the agreement equal in value to one-tenth or more of the company's issued share capital,

unless the conditions referred to below have been complied with.

(2)The company's “initial period” means the period of two years beginning with the date of the company being issued with a certificate under section 761 (trading certificate).

(3)The conditions are those specified in—

  • section 599 (requirement of independent valuation), and

  • section 601 (requirement of approval by members).

(4)This section does not apply where—

(a)it is part of the company's ordinary business to acquire, or arrange for other persons to acquire, assets of a particular description, and

(b)the agreement is entered into by the company in the ordinary course of that business.

(5)This section does not apply to an agreement entered into by the company under the supervision of the court or of an officer authorised by the court for the purpose.

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