Annual Return Question

Annual Return Question

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I'm trying to complete an AR online, and have come accross question about rights attached to shares, a new compulsory question.. What does this mean, and more to the point whats the answer, the company has one shareholder with 100x£1 ord.shares

Prescribed particulars of rights attached to shares (See note 6)  

Note 6: Prescribed particulars (of rights attached to shares)

(a) particulars of any voting rights, including rights that arise only in certain circumstances;
(b) particulars of any rights, as respects dividends, to participate in a distribution;
(c) particulars of any rights, as respects capital, to participate in a distribution (including on winding up); and
(d) whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder and any terms or conditions relating to redemption of these shares

Can anyone help please.

Replies (5)

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Teignmouth
By Paul Scholes
25th May 2010 21:57

You're not the first to ask

I first asked it on here mid October last year and so it may be worth a search of A.Web.  Iris came to users' help some time a go with some suggestions on their knowledge base:  Hope it copies OK.

Limited to the simplest case of a Private Company Limited by Shares using the Model Articles provided in the Companies (Model Articles) Regulations 2008.

Examples of the wording that could be used for Voting Rights, Dividend Rights OR Distributions on Winding Up are as follows:

"each share is entitled to one vote in any circumstances" - this wording will reflect the general legal position of one member one vote under section 284 Companies Act 2006;

"each share is entitled pari passu to dividend payments or any other distribution" - this will reflect a basic right to dividends but any dividend must be made in accordance with the Companies Act and the company's articles of association;

AND

"each share is entitled pari passu to participate in a distribution arising from a winding up of the company" - any distribution from a company being wound up will therefore operate in accordance with the law.

It is very unlikely that Companies using the Model Articles will Issue Shares with Capital Distribution Rights. Generic wording is therefore difficult to provide and Companies with such shares are better placed to describe the Rights attached.

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Euan's picture
By Euan MacLennan
26th May 2010 11:54

Keep it brief

"fully voting and participating, non-redeemable shares"

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By User deleted
26th May 2010 12:28

Annual return

I thought all shares were redemable at some time?

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By DMGbus
26th May 2010 13:41

Any text, plain English

I've found that any old text seems to be accepted.

I felt like saying something like "Companies House wasting everyone's time by asking a stupid question"

Instead, following the principle of plain English, I usually say something like:-

"Normal ordinary shares carrying no special rights"

So far as I am aware this phrase is concise, accurate and easily understood by the man in the street - I'm not going down the route of using technical terms like "non-redeemable" nor am I going to refer to memo & articles which are on public record anyway.

 

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Image is of a pin up style woman in a red dress with some of her skirt caught in the filing cabinet. She looks surprised.
By Monsoon
26th May 2010 14:35

Shares

We use this:

All shares issued are non-redeemable and rank equally in terms of (a) voting rights - one vote for each share; (b) rights to participate in all approved dividend distributions for that class of share; and (c) rights to participate in any capital distribution on winding up.

 

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