Peebles Hotel-Hydropathic, Ltd Petitioners [1920] ScotLR 280 (21 February 1920)

Peebles Hotel-Hydropathic, Ltd Petitioners [1920] ScotLR 280 (21 February 1920)

Where a company reorganises its share capital in such a manner that the liability of the company to the shareholders is reduced, but the nominal amount of the share capital is not reduced, the procedure prescribed by section 45 of the Companies (Consolidation) Act 1908 is appropriate and sufficient for confirmation of the reorganisation scheme.

Citation
[1920] ScotLR 280
Parties
Petitioner: Peebles Hotel-Hydropathic, Limited
Jurisdiction
Scotland
Judgment Date
21 February 1920
Procedural Posture
Petition for Confirmation of Reorganisation of Share Capital / Final Judgment (interlocutor Confirming Special Resolution)
Outcome
Petition granted; special resolution confirmed.
Legal Topics
Reorganisation of Share Capital, Reduction of Liability to Shareholders, Procedure for Confirmation of Capital Reorganisation, Companies (consolidation) Act 1908, Section 45
Company Law Reorganisation of Share Capital Reduction of Liability to Shareholders Procedure for Confirmation of Capital Reorganisation Companies (consolidation) Act 1908, Section 45

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Parties

Peebles Hotel-Hydropathic, Limited

Petitioner

Procedural Posture

Petition for Confirmation of Reorganisation of Share Capital / Final Judgment (interlocutor Confirming Special Resolution)

Legal Issues

  1. 1 Whether the reorganisation of share capital reducing the liability of the company to shareholders, but not reducing the nominal amount of share capital, requires confirmation under section 45 or section 46 of the Companies (Consolidation) Act 1908.

Ratio Decidendi

Where a company reorganises its share capital in such a manner that the liability of the company to the shareholders is reduced, but the nominal amount of the share capital is not reduced, the procedure prescribed by section 45 of the Companies (Consolidation) Act 1908 is appropriate and sufficient for confirmation of the reorganisation scheme.

Court Disposition

Petition granted; special resolution confirmed.

Orders

  • Confirm the reorganisation of capital resolved on by special resolution passed on 10th and confirmed on 28th November 1919.
  • Direct the registration of a certified copy of this order by the Registrar of Joint-stock Companies in Scotland within seven days from the date hereof.