Companies Act 2014 section 828

Company having a restricted person may not acquire certain non-cash assets from subscribers, etc. unless particular conditions satisfied

Section 828 deals with the restrictions on a company that has a restricted person acquiring non-cash assets from subscribers, directors, or promoters, and sets out the conditions that must be satisfied before such transactions can proceed.

• A company with a restricted person must not acquire non-cash assets worth at least one-tenth of its issued share capital from a subscriber, director, or promoter unless the asset has been independently valued, a report produced within the preceding six months, and the terms approved by ordinary resolution
• Exemptions apply where the acquisition is in the ordinary course of the company's business or where the transaction is supervised by the court
• The independent valuation must be carried out by a person qualified to act as the company's statutory auditor, whose report must confirm that the value of what the company receives is not less than what it gives
• If the rules are breached, the company can recover the consideration from the relevant person, any unperformed part of the agreement is void, and where shares were allotted as part of the transaction the allottee becomes liable to pay the company the nominal value plus any premium, with interest