Section 454: Consequence of order imposing restrictions.

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

Part XV: Orders Imposing Restrictions on Shares (Section 445)

So long as any shares are directed to be subject to the restrictions of this Part then, subject to any directions made in relation to an order pursuant to section 445(1A) or 456(1A)—

any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with them, and any issue of them, is void;
no voting rights are exercisable in respect of the shares;
no further shares shall be issued in right of them or in pursuance of any offer made to their holder; and
except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise.

Where shares are subject to the restrictions of subsection (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except such agreement or right as may be made or exercised under the terms of directions made by the Secretary of State or the court under section 445(1A) or 456(1A) oran agreement to transfer the shares on the making of an order under section 456(3)(b) below).

Where shares are subject to the restrictions of subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except such agreement or right as may be made or exercised under the terms of directions made by the Secretary of State or the court under section 445(1A) or 456(1A) oran agreement to transfer any such right on the transfer of the shares on the making of an order under section 456(3)(b) below).

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