Companies Act 2014 section 100

Rectification of dealings in shares

Section 100 provides a mechanism for the court to validate share dealings — such as the creation, allotment, acquisition or cancellation of shares — where there is a concern that those dealings may have been carried out invalidly.

• Where shares have been created, allotted, acquired or cancelled and there is reason to believe the action was invalid, the court may declare it valid if it considers it just and equitable to do so
• An application to the court may be made by the company itself, any current or former holder of the shares, any current or former member or creditor, or the company's liquidator
• If the court grants a declaration of validity, the shares are treated as having been validly dealt with from the date of the original transaction
• The court may direct that granting relief does not excuse the company or its officers from any liability they may have incurred under the Act

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