Shares / Share Capital
We can deal with all your Shares and Share Capital Requirements. Please take a look at the following section for more information on these services.
Creation of Different Share Class
voting, non-voting, enhanced voting, preference shares, redeemable and non redeemable shares
The shares in a company may be divided into different classes. The process in which the respective classes may be created is dependent upon which type of class of share that your company wishes to create. BIRR is able to deal with all requests and can create anything from the straightforward Ordinary shares to Preference shares and is able to assist with all matters to ensure the shares are officially registered and the transaction is smooth with your company.
Allotting New Shares
When allotting new shares there a few main points all companies should consider, such as is the allotment compliant with statutory requirements, authorised by members and the articles of association of the company and is there a pre-emptive clause in place? BIRR can answer all these questions for you and handle the allotment with due care and consideration of all factors. Issuing the resolutions, board minutes and even able to draft the share certificates and registers BIRR can take care of the whole process.
Conversion of Existing Shares into another Class
This process is best effected by special resolution of members as currently there is no specific procedure laid down in the Act or model articles of a company. Nevertheless this procedure is a very tricky situation and extremely case dependent. Companies House strongly recommends you seek specialist and professional assistance. BIRR can provide that specialist and professional assistance at a reasonable price.
Transferring shares is often a very common occurrence in a limited company. Shares can be transferred for a ‘cash’ or a ‘non-cash’ consideration, allowing the shares to be sold or given as a gift to new members. Nevertheless, a private limited company must make sure that they do not publically attempt to sell their shares and that they file with the Registrar the correct information at the right time. It is also vital that the company officially record the transfer internally and that the members register and register of transfers, amongst other matters, is updated. BIRR will deal with the transfer swiftly and appropriately providing your company with all the necessary documents including resolutions, board minutes and stock transfer forms. Share certificates confirming the transfer can also be issued by BIRR Legal Services, assuring you that the whole process has been correctly administered.
Altering Share Rights
As is often the case with private Companies various rights are associated with various classes of shares. These rights can be laid out in the articles of association of the company or separately passed by resolution and registered with Companies House. BIRR promises an efficient and professional service in creating, altering and registering these rights. Often companies wish to alter the rights associated with a certain class of shares and this is done for a wide range of reasons. It is important that the company considers a number of requirements to ensure that this procedure is dealt with legally and with consideration of all members of the company. BIRR is able to conduct all the paperwork and legwork so that your company can officially alter the share rights with peace of mind.
Consolidation of Shares
BIRR provides an effective and efficient answer to the consolidation of your company’s shares. The share capital of a company may be consolidated and divided into shares of a larger nominal value than those into which the capital is presently divided. This is done for a number of reasons but for whatever reason BIRR is the professional option for carrying out the process which involves a number of different steps, the filing of various forms with Companies House and the notification and confirmation of both the board of directors and members of the company. It is also worth noting that share certificates of the company should be called in for amendment or replacement as is appropriate and BIRR can provide this service for your company.
Subdivision of shares
The shares of a company may be subdivided into shares of a smaller nominal amount and subdivision (or more colloquially a ‘share-split’) may be effected in a similar process as to that of Consolidation of Shares. In this instance however the possibility of fractions resulting from the subdivision cannot arise and it is not usual to call in share certificates for amendment unless the shares of your company have distinguishing numbers.
Redesignation of shares
See Conversion of Shares into another Class
Purchase own shares
BIRR has in-depth experience and knowledge in this procedure and can match your company’s specific details and requirements. BIRR will provide your company with corresponding letters, information and updates on the process. BIRR is able to offer your company all the necessary notifications, resolutions and minutes along with the Companies House in order to complete the task as quickly and professionally as possible. If you company wishes to cancel the shares upon purchase BIRR is on hand and prepared for this additional request.
Transmission of Shares
Should a member of the company pass away then BIRR Legal Services can deal with the transfer or transmission of their shareholding in the company. This process is often very complicated and a discrete and professional service is always required. BIRR Legal Services will deal with all the legal requirements and registration of the procedure. The transmission will be operated with support and sympathy, while ensuring that the company continues to operate at full capacity and maintaining the member and company’s wishes.
Increasing / Decreasing Share Capital
Prior to the Companies Act 2006, companies limited by shares were required to have an ‘authorised share capital’, although post the act this is no longer necessary a limit on the amount of share capital of which can be issued can still be laid down in the articles. However, whether your company was incorporated prior or post to the Companies Act 2006 BIRR can deal with all your share capital requests. Finalising all the details with the memorandum and/or articles, resolutions, minutes, Company House forms, registrar confirmation and ‘issued capital’ details can be processed by BIRR.
Creating / Altering Share Certificates
Similar to the services offered with the register of members, directors etc BIRR is also available to create or alter your companies share certificates. It is a necessity to ensure that all members share certificates are relevant to the companies details to avoid confusion and confrontation in the future. Every company must, under penalty of a fine for each day of default, within two months of allotment of transfer of shares or debentures have ready for deliver a certificate. If your company needs new Share Certificates contact BIRR now
Creating / Altering Share Registers (Members)
BIRR can create, maintain or alter a company’s register of members. Each time a new share is required to be allotted, the authority of the board is required and a record of the resolution to this effect should be entered in the minutes. Entries should also be made in the register of members, including details of the new shareholder(s) and their shareholding in the company. It is a legal requirement for every company to hold a register of members at the registered office or at single alternative inspection location that has been notified to companies house.
If a company is a single member company then the register should specify this and the register relating to the sole holding should bear the phrase: “this is a single member company”.
Although many contracts require only a signature, possibly witnessed, some require the authority of the attachment of the SEAL to the document. If your company deals with businesses abroad it may be a legal requirement by their laws and therefore a necessity for your company to hold a SEAL. BIRR can arrange for your Companies SEAL to be created and delivered and storing details should you require a replacement or additional SEAL.