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New company procedure

I have just purchased a new company. I have appointed myself as the director. I have been to the bank and they have done a search and I am not shown as the shareholder. Apparently it is still the subscriber who is the shareholder. What do I need to do to change this? Do I need to allot more shares (form 88?) or just get the subscriber share transferred to me and, if so, how do I do this? I have been provided with a Stock Transfer form from the company formation agent. Do I need to send this somewhere?

Thanks.

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blimey

Who formed the company for you?  You need ask them.   The formation agent has used a very "old fashioned" form of initial incorporation given they have managed to get themselves set up as initial subscribers rather than have you as initial subscriber (and yes, that means they/you need arrange the share transfer immediately). 

The bank would accept a letter from your accountant confirming the subscriber share has been transferred to you.  Failing that, they will likely ask for copies of board minutes and share certs etc as well as copy of the share transfer.

(and how exactly did you appoint yourself as director if you are not the shareholder !!   Sorry, slightly trick question or tongue in cheek, but illustrates the point.)

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Stock Transfer Form

Thanks for your response. The company formation agent supplied a signed Stock Transfer Form for the transfer of the Subscriber share. Does this need to be submitted and, if so, where to? I did ask the agent what to do with it and they said "nothing, just deal with the share transfer when you do the annual return".

Thanks

 

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Update

Just an update to my initial query.

The bank are insisting that the share has not been transferred to me and so will not open an account. Is this usual? Surely they shouldn't be bothered who the shareholders are?

Do I need to send the Stock Transfer form anywhere? I have read that from 13 March 2008, transfers that attract stamp duty not exceeding £5 are exempt and do not have to be presented for stamping. So I seem to be left in this catch 22 situation - the bank insisting that the share is transferrred but the transfer not needing to be presented for stamping. So, how do I get it transferred to the bank's satisfaction?

OK, ok, I know I should have asked an accountant to set it up for me in the first place, but I just thought I could do it myself. Didn't think there would be so many problems opening up a bank account.

Any help greatly appreciated.

Thanks.

 

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please read my earlier post.

"The bank would accept a letter from your accountant confirming the subscriber share has been transferred to you.  Failing that, they will likely ask for copies of board minutes and share certs etc as well as copy of the share transfer."

Speak to the bank, and I'm sure that is what they will ask for - or you can suggest to them.  (The banks are required to verify who the shareholders are - there are things called Proceeeds of Crime Act and Money Laundering regulations they have to comply with, quite apart from any other internal procedures they may or may not have).

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File the 88(2) in your name. Quickest way is using CH webfiling service - you will need the Authentication Code they sent to Registered Office when you set up the company. If you have lost your Security Code then get It from CH website, it's emailed through straight away. CH will take 1-2 days to process the form, then the bank will grant you the new account straight away.

Good luck! Any probs inbox me.

Fellowcraft

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?

Is Fellowcraft suggesting allotting more shares?  Has not the initial subscriber share been registered to the formation agent per OP?  This could get more confused rather than less confused if that were to be the case?  But if it is not the case, then submitting a 88(2) for the initial one share should work fine.  Doesn't appear the formation agent seems to have given very clear instructions.  Agree that a bank won't open an account without checking out the shareholder(s), so the bank's position is quite normal.

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Thanks everyone

The subscriber share is in the name of the formation agent. He sent me the usual documents (Mem and Arts etc) plus a completed and signed Stock Transfer form to transfer the subscriber share from his name to whoever it is being transferred to (i.e. to me). I thought that form 88(2) was to allot ADDITIONAL shares, so didn't think I should submit one.

More confused now (sorry). What exactly should I do? Do I need to send the Stock Transfer form somewhere? I need the bank account opened quickly and I know I should ask the formation agents but they were less than helpful and almost as clueless as me.

Thanks.

 

 

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.

Yes the 88(2) is meant for additional shares but CH will possibly accept it for the subscriber share. If the document is rejected, and there is only 1 subscriber share, then you could file an 88(2) to allot a further 99 further shares. To answer your question directly, no, nothing is done with the stock transfer form. There will be no (public) record of you owning the share until next year when you complete your first Annual Return, and disclose that the share has been transferred to you.

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Have the agents not given you any guidance?

I hope they were cheap as well as out of date, but you only get what you pay for.

The stock transfer form needs to be given to the director (or Secretary if you have one) to keep with the company records, it does not go anywhere else.

I think you need to get yourself a local accountant to do a bit of hand holding, we would not charge you for telling you these things.

The bank as usual seem to be clueless, the share register is maintained by the officers of the company and is only updated annually at companies house.

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Gosh, what a pallava!!

Dear Subscriber,

All you need to do is simply complete your details in the stock transfer form with your details in it and register the transfer of the subscriber share in the register of members and issue a share certificate and complete first board minutes.  For your bank account opening purpose a copy of these documents should be sufficient to verify you as the sole shareholder. Failing that your accountant should, as suggested, be able to issue a letter confirming you as sole shareholder although a good accountant should always make sure the above documents are in place first!

Please please please do not, as has been suggested issue a further 88(2).  This will do nothing but confuse what seems to be an already confusing matter.

If you need further help please contact me on [email protected].

Best wishes

Monica

www.monicapahwa.co.uk

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Transfer of subscriber share

Do not file a SH01 or 88(2) with Companies House as they will take this as your having issued additional shares on top of the shares the formation agency took on incorporation.  Instead proceed to finalise the transfer of shares from the formation agency to yourself as follows:

Step 1 - make sure that the signed stock transfer form is completed with your details as the new holder of the shares

Step 2 - draw up a directors written resolution approving the transfer of the shares and have it signed

Step 3 - update your Register of Members, showing the subscriber now with a balance of zero and a new page for yourself acquiring the shares

Step 4 - Issue yourself a share certificate

The bank should then accept the completed stock transfer form, directors resolution, register of members and share certificate as being enough evidence of your shareholding.

You do not need to file anything with Companies House, they will only want to know about the share transfer when you file your first annual return in a years time. 

You should then file the stock transfer form along with the directors resolution in the company's minute book.

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or...

just read the very first post !!!!!

"The bank would accept a letter from your accountant confirming the subscriber share has been transferred to you.  Failing that, they will likely ask for copies of board minutes and share certs etc as well as copy of the share transfer."  

i.e.  write a board minute, produce a share certificate, and sign the share trasfer.

Or get an accountant.

It's all in the first post.

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