Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision 1 General

Subdivision 2 Liquidators

Subdivision 3 Committees of inspection

Subdivision 4 General powers of Court

Division 3 — Voluntary winding up

Subdivision 1 Introductory

Subdivision 2 Provisions applicable only to members’ voluntary winding up

Subdivision 3 Provisions applicable only to creditors’ voluntary winding up

Subdivision 4 Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision 1 General

Subdivision 2 Proof and ranking of claims

Subdivision 3 Effect on other transactions

Subdivision 4 Offences

Subdivision 5 Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed written laws

SECOND SCHEDULE Fees to be paid to the Registrar

THIRD SCHEDULE

FOURTH SCHEDULE Regulations for management of a company limited by shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in lieu of prospectus

SEVENTH SCHEDULE

EIGHTH SCHEDULE Annual return of a company having a share capital

NINTH SCHEDULE

TENTH  SCHEDULE

ELEVENTH  SCHEDULE Powers of judicial manager

Legislative Source Key

Legislative History

Comparative Table

Interests in shares
7.
—(1)  The following subsections have effect for the purposes of Division 4 of Part IV and sections 163, 164 and 165.
[62/70; 49/73; 10/74]
(2)  Where the property subject to a trust consists of or includes shares and a person knows or has reasonable grounds for believing that he has an interest under the trust and the property subject to the trust consists of or includes those shares, he shall be deemed to have an interest in those shares.
(3)  A unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act (Cap. 289) —
(a)
that is issued or offered to the public for subscription or purchase, or for which the public is invited to subscribe for or purchase, and that has been so subscribed or purchased; or
(b)
that is issued for the purpose of an offer to the public by and is held by the manager concerned within the meaning of section 283 of that Act,
does not constitute an interest in a share.
[42/2001]
(4)  Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and —
(a)
the body corporate is, or its directors are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of a person; or
(b)
a person has a controlling interest in the body corporate,
that person shall be deemed to have an interest in that share.
[38/98]
(4A)  Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and —
(a)
a person is;
(b)
the associates of a person are; or
(c)
a person and his associates are,
entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the body corporate, that person shall be deemed to have an interest in that share.
[38/98]
(5)  For the purposes of subsection (4A), a person is an associate of another person if the first-mentioned person is —
(a)
a corporation that, by virtue of section 6, is deemed to be related to that other person;
(b)
a person in accordance with whose directions, instructions or wishes that other person is accustomed or is under an obligation whether formal or informal to act in relation to the share referred to in subsection (4);
(c)
a person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to that share;
(d)
a body corporate that is, or the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of that other person in relation to that share; or
(e)
a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that other person is under an obligation whether formal or informal to act in relation to that share.
[62/70; 38/98]
(6)  Where a person —
(a)
has entered into a contract to purchase a share;
(b)
has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;
(c)
has the right to acquire a share, or an interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or
(d)
is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which he is the registered holder,
that person shall be deemed to have an interest in that share.
[62/70]
(7)  A person shall not be deemed not to have an interest in a share by reason only that he has the interest in the share jointly with another person.
[62/70]
(8)  It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest cannot be related to a particular share.
[62/70]
(9)  There shall be disregarded —
(a)
an interest in a share if the interest is that of a person who holds the share as bare trustee;
(b)
an interest in a share of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money;
(c)
an interest of a person in a share, being an interest held by him by reason of his holding a prescribed office;
(ca)
an interest of a company in its own shares being purchased or otherwise acquired in accordance with sections 76B to 76G (including treasury shares); and
(d)
a prescribed interest in a share, being an interest of such person, or of the persons included in such class of persons, as is prescribed.
[62/70; 38/98; 21/2005]
(10)  An interest in a share shall not be disregarded by reason only of —
(a)
its remoteness;
(b)
the manner in which it arose; or
(c)
the fact that the exercise of a right conferred by the interest is, or is capable of being made, subject to restraint or restriction.
[62/70]
[UK, Treasury Shares, Sch., para. 17]