Part 5 — Membership and Shares Division 1 Membership
83 Redemption of shares
liable to be redeemed shall be redeemed except out of those profits
of the company that would otherwise be available for dividend or
out of the proceeds of a fresh issue of shares made for the purposes
of the redemption.
(2) No such shares shall be redeemed unless they are fully paid.
(3) When shares have been redeemed under this section, notice
thereof shall be given to the Registrar by the company within 30
days of the redemption date and every company which fails to give
notice as required by this subsection is guilty of an offence.
(4) When any such shares are redeemed otherwise than out of the
proceeds of a fresh issue, a sum equal to the nominal amount of the
shares redeemed shall, out of profits that would otherwise have
been available for dividend, be transferred to a reserve fund, to be
called "the capital redemption reserve fund", and the provisions of
this Act relating to the reduction of the share capital of a company
apply, except as provided in this section, as if the capital
redemption reserve fund were paid-up share capital of the
company.
(5) When any such shares are redeemed out of the proceeds of a
fresh issue, the premium, if any, payable on redemption, shall be
provided for out of the profits of the company before the shares are
redeemed.
(6) There shall be included in every balance sheet of a company
that has issued redeemable preference shares a statement specifying
what part of the issued capital of the company consists of such
shares, and the date on or before which those shares are, or are to
be, liable to be redeemed.
(7) If a company fails to comply with subsection (6), the company,
and every officer of the company who is in default, is guilty of an
offence and liable to a fine not exceeding $500.
(8) Subject to this section, the redemption of preference shares
thereunder may be effected on the terms and in the manner that
may be provided by the articles of the company.
(9) When pursuant to this section a company has redeemed or is
about to redeem any preference shares, it may issue shares up to the
nominal amount of the shares redeemed or to be redeemed as if
those shares had never been issued, and accordingly the share
capital of the company shall not for the purposes of any enactments
RSA 2000
relating to fees be deemed to be increased by the issue of shares
pursuant to this subsection.
(10) Repealed 2020 c25 s2(47).
(11) Notwithstanding subsection (9), when new shares are issued
before the redemption of the old shares, the new shares shall not, so
far as relates to the payment of fees, be deemed to have been issued
pursuant to subsection (9) unless the old shares are redeemed
within one month after the issue of the new shares.
(12) When new shares have been issued pursuant to subsection (9),
the capital redemption reserve fund may, notwithstanding anything
in this section, be applied by the company, up to an amount equal
to the nominal amount of the shares so issued, in paying up
unissued shares of the company to be issued to members of the
company as fully paid bonus shares.
(13) Repealed 2020 c25 s2(47).
RSA 2000 cC-21 s83;2020 c25 s2(47)
84 and 85 Repealed 2020 c25 s2(47).