The shares which a company, by its articles, is authorized to issue may be divided into several classes having different attributes and a class may be issuable in series. All shares must be without nominal or par value. The essential features of such a share are that:
A company under the Companies Act (other than a public company) is required to maintain in its accounting records a separate “stated capital account” for each class and series of shares issued. On the issue of each share, the full price/consideration must be added to the appropriate stated capital account with an exception for non-arm’s length transactions (inter-company issues). A company may not reduce any stated capital account except for the purposes and in the manner specified in the Companies Act. The transitional provisions of the Companies Act permit a former-Act company to include in its stated capital account any consideration received by it for a share it issued and any amount it credited to a retained earnings or other surplus capital accounts.
At common law, a company could not own or purchase its own shares, as this would constitute a reduction in capital. Under the Companies Act, a company is permitted to purchase or otherwise acquire shares issued by it unless (subject to certain exceptions) there are reasonable grounds for believing that:
In addition, redeemable shares may be purchased or redeemed by a company at prices not exceeding the redemption price as stated in or calculated according to the formula in the articles unless there are reasonable grounds for believing that: