问题：With regard to payment for shares in the context of capital maintenance, explain the meaning and legal effect of the following:(a) issuing shares at a premium;
答案：In order to register for incorporation, s.9 Companies Act (CA) 2006 requires companies with share capital to submit a statement of capital and initial shareholdings and s.10 requires the nominal value of those shares to be stated. This designated amount, set out at the initial registration of the company, establishes the nominal value of the shares in the company. Once issued the market value of the shares may diverge from that nominal value, but that nominal value remains fixed, unless altered through a strictly regulated procedure.
(a) It is possible, and not at all uncommon, for a company to require prospective subscribers to pay more than that nominal value of the shares they subscribe for. This is especially the case when the market value of the existing shares are trading at above the nominal value. In such circumstances the shares are said to be issued at a premium, the premium being the value received over and above the nominal value of the shares. Section 610 CA 2006 provides that any such premium received must be placed in a share premium account. The premium obtained is regarded as equivalent to capital and, as such, there are limitations on how the fund can be used. Section 610 provides that the share premium account can be used for the following limited purposes:
(i) to write off the expenses, commission or discount incurred in any issue of the shares in question;
(ii) to pay up bonus shares to be allotted as fully paid to members.
Section 687 also allows for the share premium account to be used to finance the payment due for any premium due on the redemption of redeemable shares.
Applying the rules relating to capital maintenance, it follows that what the share premium account cannot be used for is to pay dividends to the shareholders. The rules relating to share premiums apply whether the issue is for cash or otherwise and so a share premium account can arise where shares are issued in exchange for property which is worth more than the par value of the shares (Shearer v Bercain Ltd (1980)). In the light of that case, relief from the strict application of the rules relating to premium was introduced in the case of certain company group reconstructions (s.611 CA 2006) and company mergers (s.612 CA 2006).
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