Companies Act 2014 section 776

Offences in relation to shares that are subject to restrictions

Section 776 sets out the criminal offences that arise when a person deals with, votes on, or enters into agreements concerning shares that are subject to restrictions imposed by the Director of Corporate Enforcement under section 768.

• It is a category 2 offence to dispose of, vote on, or appoint a proxy to vote on shares that the person knows are subject to restrictions under section 768.
• A holder of restricted shares who fails to inform another person entitled to vote on those shares about the restrictions also commits a category 2 offence.
• Entering into any agreement that is void under section 768 — whether relating to restricted issued shares, unissued shares, rights to be issued further shares, or rights to receive payment — is a category 2 offence.
• Where a company issues shares in contravention of the restrictions, both the company itself and any defaulting officer are guilty of a category 2 offence.