When filing a company Annual Return on line via webfiling, there is now a question on the 'Update or Amend Share Capital' section that asks:
'Prescribed particulars of rights attached to shares'.
What is the accepted standard answer for this ?
A typical client of mine would be a company that has only one class of share in issue namely ordinary shares, typically being 1 ordinary share which is owned by the sole director.
If you leave blank you cannot proceed. I put 'Standard rights of Ordinary Shares' just to be able to move on. Seems to have been accepted ok.
Replies (17)
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Anything
Yes you are right, if you type in anything in this box, it get accepted and you can proceed. However, i normally put the following " These are the only shares issued by the company and has no special rights". No come back on it yet and i have filled about 25 so far.
Thanks
TEXT
Ordinary shares with no special voting or dividend rights
beyond those prescribed in the Companies Act 2006.
FWIW
We use:
"Full voting and distribution rights, non-redeemable."
It's in a little text file on the server, so it's a quick copy and paste job.
I agree with should_be_working
We use "full voting and participating non-redeemable ordinary shares".
We use the following wording:
We use the following:
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.
Plain English and as brief as possible
In the absence of a lead from Companies House requiring something OTT, I use:-
"Normal ordinary shares with no special rights attaching"
Couldn't be clearer, don't see any need to refer to Companies Act or get OTT technical.
Voting Rights & Prescribed Particulars
Companies House have now updated their FAQ's to include guidance on this. Go to http://www.companieshouse.gov.uk/companiesAct/faq.shtml and select the 'Capital' section.
At the end of this section they now give example wording.
Share Capital requirements on Annual Return
We just put
"All shares have equal voting rights and rank Pari Passu"
This seems to cover all aspects and actually seems to follow what CH have now put up as acceptable on their Q &A page
i have used the following with no problems
all shares have one vote each. However, this vote may be overruled and the managing director has the final say regardless of voting.
dividends are payable at the discretion of the managing director, who gets his dividends first.
on a winding up all assets remaining will be taken by the managing director. Other shareholders will get their P45 and be shown the door.
Annual Return
I have always put "As per Articles of Association", on the basis that anyone wanting further details can spend a further £1 & buy these too
Kris T
Co House say "as per Articles" is not acceptable. They have issued a suggested wording to one of my clients and I am waiting for him to send me a copy through. I'll post when I know it.
Coampny's annual return- rights of shares
The proper answer to that question, unless some special rights etc. are attached, is "Ordinary shars have
full rights in the company with respect of voting, dividends and capital distribution." I have done this and no
problem caused.
VNL
Given by the company formation people we use
Ordinary shares with no special voting or dividend rights beyond those prescribed in the Companies Act 2006.
Haven't had any problems so far.
Using Co Ho answers
This is what I wrote (and I'm a solicitor), having looked at the Co Ho recommended answers for companies like mine (simplest case of a private company limited by shares).
"Each share is entitled: to one vote in any circumstances; pari passu to dividend payments or any other distribution; and pari passu to participate in a distribution arising from a winding up of the company."