Section 39
of International Business Companies Order, 2000
Section 39
(1)
No share in an IBC may be issued until consideration (as mentioned in subsection (1) of section 38) has been given in respect of the share and, when issued, the share shall be regarded as fully paid and non-assessable unless that consideration is or includes such a promissory note or other written binding obligation as is mentioned in that subsection (a “note or other obligation”); and, in that case, until it is actually paid, the amount of the consideration represented by the note or other obligation shall be regarded as an amount unpaid on the share.
(2)
Where shares in an IBC are not fully paid at issue, the Memorandum or Articles or an agreement for the subscription for the shares may contain provision for the forfeiture of the shares in the event that the amount unpaid on the shares is not paid pursuant to the note or other obligation.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
46
BLUV as at 20th June 2017
(3)
Any such provision as is referred to in subsection (2) shall contain a requirement that written notice (a “default notice”) specifying a date for payment to be made shall be served on a member who defaults in making payment pursuant to the note or other obligation.
(4)
A default notice shall name a further date (“the final date”), not earlier than fourteen days from the date of service of the default notice, on or before which the payment required by the notice is to be made and shall contain a statement that, in the event of non-payment at or before the final date, the shares, or any of them, in respect of which payment is not made will be liable to be forfeited.
(5)
Where a default notice has been served and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment of the amount unpaid, by resolution of the directors forfeit and cancel all or any of the shares to which the notice relates.
(6)
An IBC is under no obligation to refund any moneys to a member whose shares have been cancelled pursuant to subsection (5); but the member shall be discharged from any further obligation to the IBC in respect of the cancelled shares.
Fractional shares.