The sequence of forfeiture and reissue of shares typically occurs in the context of a company reclaiming and subsequently reissuing shares that were previously allotted to a shareholder who failed to meet certain obligations (e.g., pay for the shares). Here is the usual sequence:
Forfeiture of Shares:
- Forfeiture happens when a shareholder fails to meet certain obligations, such as not paying for the allotted shares within a specified time frame.
- The board of directors, in accordance with the company's articles of association, has the authority to forfeit shares.
Board Resolution for Forfeiture:
- The board of directors passes a resolution to forfeit the shares. This resolution specifies the reasons for forfeiture, the number of shares being forfeited, and any applicable penalties.
Notification to Shareholder:
- The shareholder whose shares are being forfeited is notified of the forfeiture. This notification includes details such as the reasons for forfeiture and any outstanding amounts owed to the company.
Cancellation of Shares:
- The forfeited shares are canceled, and the share capital account is adjusted to reflect the reduction in the company's issued share capital.
Treatment of Amounts Paid:
- The company may retain any amounts paid by the forfeited shareholder up to the point of forfeiture. The remaining unpaid amount may be treated as a debt owed by the forfeited shareholder.
Reissue of Forfeited Shares:
- After the shares are forfeited, the board of directors may decide to reissue them to new or existing shareholders. This decision is usually made in the best interests of the company.
Board Resolution for Reissue:
- The board passes a resolution authorizing the reissue of the forfeited shares. This resolution outlines the terms of reissue, including the price at which the shares will be reissued.
Offer to Existing Shareholders (if applicable):
- In some cases, the company may offer the forfeited shares to existing shareholders before considering external parties. Existing shareholders may have pre-emption rights, allowing them the opportunity to purchase the shares in proportion to their existing holdings.
Allotment and Issuance:
- The shares are allotted to the new shareholders, and the necessary steps are taken to complete the issuance process.
The specific procedures for forfeiture and reissue are governed by the company's articles of association and relevant laws and regulations. It's important for companies to follow these procedures carefully to ensure compliance and fairness in the treatment of shareholders. Legal and financial professionals are often involved in these processes to ensure proper execution and adherence to regulations.