544. Public companies: payment by long-term undertaking

(1) A public company must not allot shares as fully or partly paid up otherwise than in cash if the consideration for the allotment is or includes an undertaking which is to be, or may be, performed more than five years after the date of the allotment.
(2) If a company allots shares in contravention of subsection (1), the allottee is liable to pay the company an amount equal to the aggregate issue price of the shares so allotted (or, if the case so requires, so much of that aggregate as is treated as paid up by the undertaking), with interest at the appropriate rate.
(3) Where a contract for the allotment of shares does not contravene subsection (1), any variation of the contract that has the effect that the contract would have contravened the subsection, if the terms of the contract as varied had been its original terms, is void.

This applies also to the variation by a public company of the terms of a contract entered into before the company was re-registered as a public company.
(4) Where—
(a) a public company allots shares for a consideration which consists of or includes (in accordance with subsection (1)) an undertaking that is to be performed within five years of the allotment, and
(b) the undertaking is not performed within the period allowed by the contract for the allotment of the shares,
the allottee is liable to pay the company, at the end of the period so allowed, an amount equal to the aggregate issue price of the shares (or, if the case so requires, so much of that aggregate as is treated as paid up by the undertaking), with interest at the appropriate rate.
(5) References in this section to a contract for the allotment of shares include an ancillary contract relating to payment in respect of them.