Companies Act 2014 section 64

Interpretation (Part 3)

Section 64 sets out the key definitions and terminology used throughout Part 3 of the Companies Act 2014, which deals with share capital, shares, and certain other financial instruments.

• Defines core capital concepts including "company capital" (the total consideration received for shares plus certain reserve transfers), "share capital" (the aggregate nominal value of shares), and "undenominated capital" (the excess of company capital over the nominal value of issued shares).
• Establishes what counts as payment "in cash" for shares — covering actual cash, cheques received in good faith, release of a liquidated liability, or an undertaking to pay cash at a future date — and clarifies that paying cash to a third party rather than to the company itself counts as non-cash consideration.
• Introduces definitions for "securities" broadly, encompassing company shares, debentures, bonds, and other capital market instruments including depositary receipts and derivative-type securities that give rise to cash settlements.
• Defines supporting terms such as "employees' share scheme", "redeemable shares", "nominal value", "capital conversion reserve fund", "parent public company", and "private limited subsidiary".