Section 1028A: Administrative restoration of company with share warrants, Companies Act 2006

This section applies in relation to a company which has been struck off the register under section 1000 , 1001 or 1002A and which, at the time it was struck off, had any share warrant in issue.

If the registrar restores the company to the register under section 1025, the share warrant and the shares specified in it are cancelled with effect from the date the restoration takes effect.

If as a result of subsection (2) the company has no issued share capital, the company must, before the end of the period of one month beginning with the date the restoration takes effect, allot at least one share in the company; and section 549(1) does not apply to such an allotment.

The company must, before the end of the period of 15 days beginning with the date the restoration takes effect, deliver a statement of capital to the registrar.

Subsection (4) does not apply in a case where the company is required under subsection (3) to make an allotment (because in such a case section 555 will apply).

The statement of capital must state with respect to the company's share capital as reduced by the cancellation of the share warrant and the shares specified in it—

the total number of shares of the company,

the aggregate nominal value of those shares,

the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

for each class of shares—

prescribed particulars of the rights attached to the shares,

the total number of shares of that class, and

the aggregate nominal value of shares of that class.

Where a share warrant is cancelled in accordance with subsection (2), the company must, as soon as reasonably practicable—

enter the date the cancellation takes effect in its register of members, ...

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Subsection (9) applies where—

any property or right previously vested in or held on trust for the company in respect of any share specified in a share warrant has vested as bona vacantia (see section 1012), and

the warrant and the share are cancelled on the restoration of the company in accordance with this section.

On restoration of the company, that property or right—

may not be returned to the company, and

accordingly, remains vested as bona vacantia .

A person guilty of an offence under this section is liable—

on conviction on indictment, to a fine;

on summary conviction—

in England and Wales, to a fine;

in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.

Section 1028A: Administrative restoration of company with share warrants

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