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ACCA Applied Skills · Corporate and Business Law (Global) · Capital maintenance and dividend law

Kappa Co has a share capital account of $800,000 and a share premium account of $300,000. It wants to repurchase some of its own shares and pay for them out of the share premium account, with no other procedure followed. Which statement is correct under the capital maintenance principle?

This is generally not permitted. Share premium counts as protected capital, so a buyback must normally be funded from distributable profits or proceeds of a fresh share issue, or through a specific statutory procedure. Merely informing shareholders or arguing premium is not nominal capital does not make it lawful.

  1. AThis is permitted because share premium is not nominal capital
  2. BThis is generally not permitted; buybacks must be funded from distributable profits or a fresh issue of shares, or by following a specific statutory capital procedureCorrect
  3. CThis is permitted if every shareholder is informed by letter

Explanation

Share premium is protected capital, so a buyback cannot simply be paid from it. Typical rules allow funding from distributable profits or the proceeds of a fresh issue, or a specific statutory route for private companies. Notifying shareholders does not remove the restriction, and option A wrongly treats premium as unprotected.

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