Companies house, share capital help.

[SamSmith]

Hi There,

I am on companies house site setting up a new limited company with one director and one shareholder wanting only one share allocated. The director and shareholder is the same person.
This is how I understood it and thought the share capital should work.

Class of share - ordinary
No of shares - 100
Amount paid on each share = 1
Amount unpaid on each share = 0
Aggregate nominal value 100
When I submit that it goes through ok until I get to

Under the subscribers/initial shareholdings section I see this which looks ok

Class of share: GBP - Ordinary
Number: 1
Nominal value of each share: 1.000000

When I click next I get this ERROR:

The total number of shares allocated does not match the number of shares entered in the Statement of Capital.
The idea is all I have to pay is £1 for the 1 share I own and the company own the other 99 at this point.

Any thoughts would be great. Thanks for looking.

[Craig at Nixon Williams]

Hi There,

I am on companies house site setting up a new limited company with one director and one shareholder wanting only one share allocated. The director and shareholder is the same person.
This is how I understood it and thought the share capital should work.

Class of share - ordinary
No of shares - 100
Amount paid on each share = 1
Amount unpaid on each share = 0
Aggregate nominal value 100
When I submit that it goes through ok until I get to

Under the subscribers/initial shareholdings section I see this which looks ok

Class of share: GBP - Ordinary
Number: 1
Nominal value of each share: 1.000000

When I click next I get this ERROR:

The total number of shares allocated does not match the number of shares entered in the Statement of Capital.
The idea is all I have to pay is £1 for the 1 share I own and the company own the other 99 at this point.

Any thoughts would be great. Thanks for looking.

If you only want 1 share for now then you will need to change the first figure to 1.

[SamSmith]

Thank you for the reply. The reason i setup 100 was because within a few weeks/months i will be taking on other shareholders and they will be allocated shares. Someone recommended having 100 setup so that it made the allocation simpler when i come to doing that. They also said that if I have 100 and allocate 1 to myself for now that the company could sit on the other 99 without any issues.

Is that possible? Thanks for helping.

[Craig at Nixon Williams]

It used to be that companies had authorised and issued share capital, but that is no longer the case.

It is quite straightforward to allot more shares in the company at a later date - this can be done using an SH01 form. I'd therefore suggest that you only have a single share for the time being.

[SamSmith]

Great information. Thank you so much.

Along the same lines (and i know i should really seek legal advice and will when i take on other shareholders), the section for prescribed particulars defaults to "Each share has full rights in the company with respect to voting, dividends and distributions." which sound ok for now but do you know if I can change that at a later date? I will be issuing 20% of the shares to someone and another 29% to someone else at a later date but will always want to retain the controlling vote. Just worried this might cause me issues if i can't alter it down the road.

Thank you.

[TheCyclingProgrammer]

Great information. Thank you so much.

Along the same lines (and i know i should really seek legal advice and will when i take on other shareholders), the section for prescribed particulars defaults to "Each share has full rights in the company with respect to voting, dividends and distributions." which sound ok for now but do you know if I can change that at a later date? I will be issuing 20% of the shares to someone and another 29% to someone else at a later date but will always want to retain the controlling vote. Just worried this might cause me issues if i can't alter it down the road.

Thank you.

I'm pretty sure you can change this when you file an annual return, but it sounds like you should be speaking to an accountant *now* about your future plans to make sure you create a share structure that is most appropriate for your needs.

[ContrataxLtd]

I'm pretty sure you can change this when you file an annual return, but it sounds like you should be speaking to an accountant *now* about your future plans to make sure you create a share structure that is most appropriate for your needs.

Completely agree that the time is NOW to speak to the accountant to ensure this is correctly setup for future plans. Yes you can change the rights attached to the shares but normally it has to be done on each class as a whole with various hoops to jump through to Legally vary the rights attached to the shares.

Martin
Contratax Ltd