Companies Act 2006, section 830

Distributions to be made only out of profits available for the purpose

Part 23 Distributions

(1)A company may only make a distribution out of profits available for the purpose.

(2)A company's profits available for distribution are its accumulated, realised profits, so far as not previously utilised by distribution or capitalisation, less its accumulated, realised losses, so far as not previously written off in a reduction or reorganisation of capital duly made.

(3)Subsection (2) has effect subject to sections 832 [F1075, 833AF1075] and 835 (investment companies[F1076 and Solvency 2 insurance companiesF1076] ).

Definitions used in section 830

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
distribution

(1) In this Part “distribution” means every description of distribution of a company's assets to its members, whether in cash or otherwise, subject to the following exceptions.

Defined in s.829(1) · see it in the full Act
profits

(a)are to profits or losses of that description made at any time, and

Defined in s.853(2) · see it in the full Act
realised profits

(4) References to “realised profits” and “realised losses”, in relation to a company's accounts, are to such profits or losses of the company as fall to be treated as realised in accordance with principles generally accepted at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised profits or losses.

Defined in s.853(4) · see it in the full Act

(4) References to “realised profits” and “realised losses”, in relation to a company's accounts, are to such profits or losses of the company as fall to be treated as realised in accordance with principles generally accepted at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised profits or losses.

Defined in s.853(4) · see it in the full Act
Capitalisation

(3) “Capitalisation”, in relation to a company's profits, means any of the following operations (whenever carried out)—

(a)applying the profits in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid bonus shares, or

(b)transferring the profits to capital redemption reserve.

Defined in s.853(3) · see it in the full Act
realised losses

(4) References to “realised profits” and “realised losses”, in relation to a company's accounts, are to such profits or losses of the company as fall to be treated as realised in accordance with principles generally accepted at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised profits or losses.

Defined in s.853(4) · see it in the full Act
investment company

(1) In this Part an “investment company” means a public company that—

(a)has given notice (which has not been revoked) to the registrar of its intention to carry on business as an investment company, and

(b)since the date of that notice has complied with the following requirement .

Defined in s.833(1) · see it in the full Act

Cases considering section 830 (32)

The Union Castle Mail Steamship Company Ltd v HM Revenue and Customs & Ors

[2020] EWCA Civ 547 · 22 April 2020Defines

Section 830(2) defines distributable profits as accumulated realised profits not previously used in a distribution, less accumulated realised losses. The court used that distinction to conclude that a dividend is not a loss. (see para [58])

Global Corporate Ltd v Hale

[2018] EWCA Civ 2618 · 27 November 2018

A distribution must be lawful when made. Payments made to shareholders without available distributable profits contravene the section, and later treatment as remuneration cannot cure the original illegality (see paras [23]–[24]). The company lacked accumulated realised profits available for distribution under the statutory calculation. The payments made as dividends were therefore unlawful (see paras [15]; [20]; [23]).

Peter Glenn & Anor v Adam Walker & Ors

[2025] EWHC 1286 (Ch) · 23 May 2025

The court applies the rule that a dividend cannot lawfully be paid unless profits are available for distribution. It concludes that the claimants had no immediate entitlement to withdraw refinancing proceeds from the company account without the required formal process. (see paras [161]-[163])

12 more judgments, and what each says about section 830, are in the case-law panel in the full Act.

Amendments and notes

3 notes from legislation.gov.uk

Amendments

  1. F1075Word in s. 830(3) inserted (30.12.2016) by The Companies Act 2006 (Distributions of Insurance Companies) Regulations 2016 (S.I. 2016/1194), regs. 1(2), 2(2)(a)
  2. F1076Words in s. 830(3) substituted (30.12.2016) by The Companies Act 2006 (Distributions of Insurance Companies) Regulations 2016 (S.I. 2016/1194), regs. 1(2), 2(2)(b)

Commencement

  1. I291S. 830 wholly in force at 6.4.2008; s. 830 not in force at Royal Assent see s. 1300; s. 830 in force at 6.4.2008 by S.I. 2007/3495, art. 3(1)(k) (with savings in arts. 7, 12 and subject to transitional adaptations in Sch. 1 paras. 14-20 and with savings in Sch. 4 paras. 33-35) this amendment is subject to savings and/or transitional provisions, see the commentary.