COMPANIES ACT (NORTHERN IRELAND) 1960

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 53



53.(1) It shall be lawful for a company to pay a commission to any person in
consideration of his subscribing or agreeing to subscribe, whether absolutely
or conditionally, for any shares in the company, or procuring or agreeing to
procure subscriptions, whether absolute or conditional, for any shares in
the company if

(a)the payment of the commission is authorised by the articles; and

(b)the commission paid or agreed to be paid does not exceed ten per cent. of
the price at which the shares are issued or the amount or rate authorised by
the articles, whichever is the less; and

(c)the amount or rate per cent. of the commission paid or agreed to be paid is

(i)in the case of shares offered to the public for subscription, disclosed in
the prospectus; or

(ii)in the case of shares not offered to the public for subscription,
disclosed in the statement in lieu of prospectus, or in a statement in the
prescribed form signed in like manner as a statement in lieu of prospectus and
delivered before the payment of the commission to the registrar of companies
for registration, and, where a circular or notice, not being a prospectus,
inviting subscription for the shares is issued, also disclosed in that
circular or notice; and

(d)the number of shares which persons have agreed for a commission to
subscribe absolutely is disclosed in manner aforesaid.

(2) Save as aforesaid, no company shall apply any of its shares or capital
money either directly or indirectly in payment of any commission, discount or
allowance to any person in consideration of his subscribing or agreeing to
subscribe, whether absolutely or conditionally, for any shares in the company,
or procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the company, whether the shares or money be so
applied by being added to the purchase money of any property acquired by
the company or to the contract price of any work to be executed for
the company, or the money be paid out of the nominal purchase money or
contract price, or otherwise.

(3) Nothing in this section shall affect the power of any company to pay such
brokerage as it has heretofore been lawful for a company to pay.

(4) A vendor to, promoter of, or other person who receives payment in money or
shares from, a company shall have and shall be deemed always to have had power
to apply any part of the money or shares so received in payment of any
commission, the payment of which, if made directly by the company, would have
been legal under this section.

(5) If default is made in complying with the provisions of this section
relating to the delivery to the registrar of the statement in the prescribed
form, the company and every officer of the company who is in default shall be
liable to a fine not exceeding twenty-five pounds.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 53