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Shares Capital, Fundraising and Insolvency

Share Buy-Backs – Unlisted Company

A "buy back" involves a company reclaiming issued shares by purchasing them from existing shareholders (i.e., buying them back). The buy-back provisions in our Constitution appear to...

Share Buy-Backs: Pty Ltd Company

The Corporations Act (and sometimes the company’s Constitution) governs the buying back of shares by a company. In my opinion, this is effectively the easiest way...

Share Buy-Backs – Negative Equity

Further to today's meeting/discussions I confirm that (except in some circumstances which are not applicable to us) in my opinion generally the only way a company can...

Share Buy-Back – 10 Percent Limit

The Corporations Act allows a company to buy-back its own shares using one of several methods. The main reason for buying back shares is to...

Share Buy-Back – Single Shareholder Company

As we have decided to de-register our wholly-owned subsidiary (because that company no longer has any use) we have to first reduce its assets down to...

Minimum Share Capital

The Corporations Act requires, under section 114, that a company must have at least 1 shareholder – which presumes it must have at least 1...

Sale Bonus Plan

You have been considering ways to provide a benefit to key staff should the Company be sold at some future time, to incentivise and reward...

Rights Issue – Shares

A common way for a company to raise additional capital is to approach all shareholders seeking their investment in new shares on a basis pro-rata (ie,...

Return of Capital – Single Shareholder Company

You have requested my comments on what is involved for EPL to reduce its share capital because it has surplus capital far in excess of...

Return of Capital

The Corporations Act “maintenance of capital” principles generally restrict the ability of a company to reduce its issued share capital. However, there are some “return of...

Related Party Contracts & Benefits

My understanding of the Corporations Act (as a practicing Company Secretary) is that, generally speaking: Related Party Interest for all companies Sec.191(1) requires a director to disclose¹ a “material personal interest”...

Related Party Benefits

Chapter 2E of the Corporations Act covers ‘related party benefits’ – designed to protect the interests of a company’s shareholders as a whole, by requiring shareholder...

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