Companies Act 2014 section 80

Lien

Section 80 deals with a company's right to hold a lien over shares that have not been fully paid up, including the conditions under which such shares may be sold to recover amounts owed.

  • A company holds a first and paramount lien on every partly paid share for all called or payable moneys, and this lien extends to any dividends payable on that share.
  • Directors may exempt any share from the lien, and all provisions of this section may be modified or excluded by the company's constitution.
  • The company may sell lien-affected shares only where the sum owed is immediately payable and 14 days' written notice demanding payment has been given to the shareholder or entitled person without the debt being settled.
  • On sale, the directors may authorise a person to transfer the shares to the purchaser, whose title is protected from irregularities; proceeds are applied first to the debt, with any surplus paid to the former shareholder subject to any continuing lien for amounts not yet due.

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