Section 146: Treatment of shares held by or for public company.

Companies Act 1985 · 1985 c. 6View on legislation.gov.uk

Part V: Share Capital, its Increase, Maintenance and Reduction — Chapter V: Maintenance of Capital

Unless the shares or any interest of the company in them are previously disposed of, the company must, not later than the end of the relevant period from their forfeiture or surrender or, in a case within subsection (1)(b), (c) or (d), their acquisition—

cancel them and diminish the amount of the share capital by the nominal value of the shares cancelled, and
where the effect of cancelling the shares will be that the nominal value of the company's allotted share capital is brought below the authorised minimum, apply for re-registration as a private company, stating the effect of the cancellation.

For this purpose "the relevant period" is—

3 years in the case of shares forfeited or surrendered to the company in lieu of forfeiture, or acquired as mentioned in subsection (1)(b) or (c);
one year in the case of shares acquired as mentioned in subsection (1)(d).

The company and, in a case within subsection (1)(c) or (d), the company's nominee or (as the case may be) the other shareholder must not exercise any voting rights in respect of the shares; and any purported exercise of those rights is void.

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Reuse reviewed 21 August 2026 under Open Government Licence v3.0.