A client filed an allotment of a second "B" share at the ROC although specific clauses in both the M&A clearly state that only one can be in issue. At the time of the allotment this was the situation, so the later allotment was, in my view, not possible from a legal viewpoint. Numerous attempts to deal with the matter at the ROC are proving to be unsuccesful and conflicting comments and advice are being received from them. How can you amend the ROC record? A form RP04 cannot be used (although this had been advised) because the number of shares in that 2nd allotment (SH01) cannot be reduced from 1 to Zero. The whole situation is now causing further problems because HMRC would normally be involved (ERS activities~Share scheme annual return) but, again in my view, there can be nothing to report to HMRC because the recorded transaction cannot be regarded as having legally taken place and is therefore invalid. Are there any suggestions as to what procedure is required to, in effect, completely remove any reference to that 2nd allotment in the ROC record and is the view shared that an HMRC annual return filing requirement would be superfluous?
16th Jun 2021
How does an invalid ROC filing get corrected
How does one correct an allotment of shares that exceeded the number permitted and stated in M&A
Share this content