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Redeemable Preference Share


Based on para (8) of Art.88 of LoCE “redeemable share” means a share issued by a company
- that the company may purchase or redeem on the demand of the company,
- that the company is required by its articles to purchase or redeem at a specified time or on the
demand of a shareholder.

a) It is one of the strategies businesses use to provide money back to their current shareholders.
Although it is a form of share repurchasing, there are some areas in which it differs from
conventional share repurchases.
b) When the shares were issued, the prices at which businesses might repurchase them were
previously determined.
c) The corporation has the option to select between share repurchase and share redemption when
issuing callable preference shares that can be redeemed in the future.

Footnote for the highlighted part: https://www.wallstreetmojo.com/redeemable-preference-


shares/#h-advantages-of-redeemable-preference-shares
And Art.88 of LoCE

If a company creates one type of redeemable shareholding, the company must have at least
another type of shareholding that has the right to vote and is not subject to redemption.
For example, if a company wants to create a pre-redeemable preferred stock, the company must
have another type of voting stock, for example, ordinary shares, but the shares are not
redeemable.
Footnote for the highlighted part: Company law page 363

Moreover, based on article155 of LoCE: Acquisition of company's own shares


Subject to its articles, a company may purchase or redeem shares issued by it.
The company shall always have outstanding shares of at least one class of shares with full voting
powers and which are not subject to mandatory redemption or repurchase. If shares are
redeemed, the shareholder has a duty to surrender them to the company, in return for payment of
the redemption price. If he does not do so, the company may deposit the value of the redeemed
shares to a separate account in a known bank and notify the shareholder in writing. The company
shall cancel the redeemed shares on its books and records as soon as such funds are set aside.
However, a company shall not make any payment to purchase or redeem shares issued by it if
there are reasonable grounds for believing that of its liabilities.
(1). the company is, after the purchase would be, unable to pay its liabilities as they become due;
the realizable value of the company's assets after purchasing would be less than the aggregate
(2).Shares purchased, redeemed or otherwise acquired by the company shall be cancelled or, if
the articles limit the number of authorized shares, may be restored to the status of authorized but
unissued shares of the class.
Footnote Art.155 of LoCE
Share certificate

A share certificate is an important document that the company issues to a shareholder as proof of
ownership of company shares.
Share certificates can take any shape the company chooses, but they must contain the minimum
amount of information mandated by law. A share certificate must include the name of the firm,
the name of the person to whom it was granted, the number and class of shares, as well as the
identification of any series the certificate represents, according to Article 153 of the Law on
Commercial Enterprises.

Under Article 119 of the same law, the directors of the company manage the business and affairs
of a company. As a response, it is believed that the company's directors have the authority to
issue share certificates to those who own company shares on the company's behalf. In practice, in
case where there is more than a director, the board of directors can authorize or appoint one or
two directors to sign the share certificates on behalf of the company.

Is share certificate necessary?

Share certificate is important document because it is evidence of ownership over shares.


However, in practice, share certificate is not very necessary since articles of incorporation state
not only information included in the share certificate but also other issues and provisions that are
necessary to the company. (Article 93, Law on Commercial Enterprises).
For example, the shareholder will use the share certificate to prove his or her ownership
when he or she does not wish to disclose all information stated in articles of incorporation that
may affect the business and interest of the company. In example of sale-purchase of share, new
shareholders may need share certificates to prove their ownership over the shares since their
titles in the articles of incorporation have not been filed with Ministry of Commerce.

Footnote for the highlighted part: https://noplegal.com/2019/02/09/share-certificate-under-the-


law-of-cambodia/amp/ and don’t forget to put footnote for Art.153,119 and 93 of LoCE pg

Bibliography: https://noplegal.com/2019/02/09/share-certificate-under-the-law-of-cambodia/
amp/

https://www.wallstreetmojo.com/redeemable-preference-shares/#h-advantages-of-redeemable-
preference-shares

Company Law book on page 363

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