Companies Act, 1990
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Share capital of investment companies. |
253.—(1) Notwithstanding anything in the Companies Acts, the memorandum of a company to which this Part applies may in respect of the share capital of the company state in lieu of the matters specified in paragraph (a) of section 6 (4) of the Principal Act— | |
(a) that the share capital of the company shall be equal to the value for the time being of the issued share capital of the company, and | ||
(b) the division of that share capital into a specified number of shares without assigning any nominal value thereto, | ||
and the form of memorandum set out in Table B of the First Schedule to the Principal Act or Part I of the Second Schedule to the Companies (Amendment) Act, 1983 , as may be appropriate, shall have effect with respect to such company with the necessary modifications. | ||
(2) This Part applies to a company limited by shares (not being a company to which the UCITS Regulations apply)— | ||
(a) the sole object of which is stated in its memorandum to be the collective investment of its funds in property with the aim of spreading investment risk and giving members of the company the benefit of the results of the management of its funds; and | ||
(b) the articles or memorandum of which provide— | ||
(i) that the actual value of the paid up share capital of the company shall be at all times equal to the value of the assets of any kind of the company after the deduction of its liabilities, and | ||
(ii) that the shares of the company shall, at the request of any of the holders thereof, be purchased by the company directly or indirectly out of the company's assets. | ||
(3) For the purposes of subsection (2) (b) (ii), action taken by a company to ensure that the stock exchange value of its shares does not deviate from its net asset value by more than a percentage specified in its articles (which deviation shall not be so specified as greater than 5 per cent) shall be regarded as the equivalent of purchase of its shares by the company. | ||
(4) The memorandum or articles of a company shall be regarded as providing for the matters referred to in paragraphs (a) and (b) of subsection (2) notwithstanding the inclusion in the memorandum or articles with respect thereto of incidental or supplementary provisions. | ||
(5) In the Companies Acts— | ||
(a) a reference to a company limited by shares shall be construed as including an investment company within the meaning of this Part and a reference to a share in, or the share capital of, a company limited by shares shall be construed accordingly, and | ||
(b) a reference to the nominal value of an issued or allotted share in, or of the issued or allotted share capital of, a company limited by shares shall be construed, in the case of an investment company, as a reference to the value of the consideration for which the share or share capital (as the case may be) has been issued or allotted. |