Section 68 - Meaning of “stated capital”

(1) The stated capital of a company with shares consists of the sum of the following items:

(a) the total proceeds of every issue of shares for cash, including the amounts paid on calls made on shares issued with an unpaid liability, less deductions for transactions costs that are direct and incidental to share issue,

(b) the total value of the consideration, as stated in the agreement, received for every issue of shares otherwise than for cash, and

(c) the total amount which the company by special resolution resolves to transfer to stated capital from reserves, as defined in section 70 including the credit balance on the share deals account referred to in section 65.

(2) Paragraph (a) or (b) of subsection (1) does not require the proceeds or value of the consideration received on the re-issue of treasury shares to be added to stated capital.

(3) For the purpose of subsection (2), when a company having treasury shares makes an issue of shares, the issue is, until the number of treasury shares of that class is exhausted, an issue of those treasury shares and not a first issue of further shares, unless the company otherwise determines.

(4) The amount of the stated capital may be reduced to the extent and in the manner provided by section 69 and in the buy-out provisions in sections 220 to 226.

(5) Within twenty-eight days after the raising of a stated capital, the company shall deliver to the Registrar for registration particulars in the prescribed form showing the amount of money so raised and the total stated capital, distinguishing between the amounts attributable to each of the items specified in subsection (1).

(6) Where the company defaults in delivering to the Registrar the particulars required under subsection (5), the company and every officer of the company that is in default is liable to pay to the Registrar, an administrative penalty of twenty-five penalty units for each day during which the default continues.