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shares issued at a premiuma company may at times issue its shares at a price above their nominal value ie at a premium this may be necessitated by
provisions which prevent capital going out of the companyin trevor v whitworth 1887 lord watson statedpaid-up capital may be diminished or lost in
brokeragebrokerage is a payment made by a company to a broker or brokers in consideration for placing the companys shares it differs from
payment of underwriting commissiona commission is defined by osborns concise law dictionary as inter alia an agents remuneration therefore purposes
issue is sanctioned by the court - allotment of sharesnot less than one year has elapsed since the company was entitled to commence businessthis
issuing shares at a discountin ooregum gold mining co of india ltd v roper 45 the house of lords held that it is illegal for a limited company to
maintenance of capitalthe issued share capital of a company limited by shares is the primary security for the companys creditors in re exchange
minimum subscription - commencement of businessif the minimum subscription was not raised the company can only commence business or exercise
commencement of businesssection iii 1 provides that a public company which has issued a prospectus cannot commence business or exercise any borrowing
return as to allotmentssection 54 1 provides that whenever a company limited by shares or a company limited by guarantee and having a share capital
valid but irregular allotmentsan allotment of shares is valid but irregular under s52 3 if it was made before the time of the opening of the
voidable allotmentsan allotment of shares is voidable if it is made in breach of-a section 49 1 by having been made before the
common law rulesthe above common law rules have been modified by the following statutory provisions void allotmentsa s50 a renders an allotment
allotment of sharesan allotment legally is the companys acceptance of an offer to buy its shares thus we can say it is governed by the following
amount of compensation payablein clark v urquhart 44 the court explained that the amount of compensation payable under s45 of the act is calculated
effect of rescissionwhere a contract of allotment is rescinded the former shareholder will be entitled to his money back normally with interest and
liability for misstatement or misrepresentationthis will be governed by the general principles of the law of contract depending on whether the
civil liabilitiesliability for failure to state any matter or reportat common law a contract of allotment is not a contract uberrimae fidei the
liabilities in respect of prospectuses 1
registration of prospectus s43 1 provides that no prospectus shall be issued by or on behalf of a company unless on or before the date of its
meaning of public for the purposes of the prospectus issue the word public is
the reportsi an auditors report showing a profits or losses in each of the
matters and reportsthe matters and reports to be stated in a prospectus may be summarised as follows1 the mattersthe matters to
statutory provisions i definition of prospectusa prospectus is defined by s2 as any prospectus notice circular advertisement or other invitation
prospectus issue and statutory provisionsa companys shares are legally regarded as goods consequently the common law rule known as caveat emptor