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Allotting shares with fixed share capital

Limited Company incorporated under the 1985 Act with share capital of 1000£

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Am I correct in understanding that a Private Limited Company limited by shares - incorporated under the 1985 Act - can increase the share capital and allot share only by updating its AoA? 

If  I look at the filing of the Company on Company's House, I can see that the AoA still states a share capital of £1000, however the Statement of Capital is 48.000 shares.( doesn't directors need a special resoution to do that?)

Thanks in advance for your answer. 

Anto

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RLI
By lionofludesch
20th Jul 2021 18:23

I believe you're right.

I assume you've checked the Companies House records to confirm to your satisfaction that this hasn't been done ?

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Replying to lionofludesch:
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By Antonellav
20th Jul 2021 18:46

I flagged this mis-match to the company director, who replied that he doesn't understand what I'm talking about...

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By thevaliant
20th Jul 2021 21:56

You might want to clarify your question. Are you saying the authorised share capital was 1,000 £1 ordinary shares, but currently in issue are 48,000 £1 ordinary shares?

Then yes, the company is in breach of its Articles, but who you would report it to is beyond me; and I regret to say no one will care.

Since authorised share capital went the way of the Dodo, whilst CA1985 companies (and earlier) are still bound by authorised share capital, in practice no one gives two hoots.

If it is ever spotted (eg, a trade sale perhaps) then one of the two solicitors will rub his hands in glee, insist it is corrected by backdated filings and letters of comfort provided that 'this should have been filed but was overlooked' sort of rubbish and then the solicitor will add £1k to his fee.

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Replying to thevaliant:
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By Antonellav
21st Jul 2021 08:44

Thanks for your reply. The situation I am referring to is related to a share of the freehold, so the Company was set up to hold the title.
I am not sure whether directors should file correctly or whether they can file wathever rubbish they want on Company house, as nobody can oblige directors to make it right. In fact, I flagged the issue to the director but no changes made on CH.
I think, they are misrepresenting the value of my shareholding (mine extremely diluited). Why they are doing this is hard to say. Maybe for ignorance, or maybe if the Freehold is sold ( they already tried to sell it for £100 and incorporate the Company through another Company they were directors- my solicitor stopped them) they will cash out because they bought the shares they wrongly allotted.

I know it sounds odd, but that's reality
Anto

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By thevaliant
21st Jul 2021 12:26

This is a leasehold legal problem then.

I'd try: https://forums.landlordzone.co.uk/forum/long-leasehold-questions

but I think the quality of the postings here isn't what it was.
You probably need a leasehold solicitor if you are worried that your shares in the freehold company have been unlawfully diluted.

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By Leywood
21st Jul 2021 10:54

As with your other question about the same subject, this is not an Accountancy question, keep asking the question on here in the same or even different way is not going to help you. You need your lawyer to a better job.

Or try legalweb.co.uk

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