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Limited Company Share Structure

Conversion of Preferance share into Ordinary shares

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I have got a new client who has got ordinary shares & preferance shares.

Preferance shares does not have any preferancial rate of return. Basically what I understand from the convesation with the client is that, they wanted to have another class of ordinary shares, but have created preferance shares buy mistake 5 years back.

The preferance shares carry following rights: ALL SHARES HAVE EQUAL VOTING RIGHTS AND ARE NON-REDEEMABLE.

Can I advise them to convert the preferance shares into another class of ordinary shares(class B shares), so that we can have an alphabet share structure for the company(please note Preferance shares have not been set up as convertible preferance shares) as client does not want to have the preferance shares.

If we can convert as mentioned above, is there any HMRC guidelines should we take into account.


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24th Jan 2019 06:23

File amended articles of association with Companies House

Thanks (1)
to GR
24th Jan 2019 07:53

GR wrote:

File amended articles of association with Companies House

That just creates the opportunity to reclassify the shares. Then you have to reclassify them by passing the appropriate resolutions and filing the appropriate notice at Companies House.

Thanks (1)
to johngroganjga
24th Jan 2019 18:32

Thank you Very much.

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24th Jan 2019 11:14

You will need an ordinary resolution to reclassify the preference shares as B ordinary shares and adopt new articles updating the rights of the class shares along with SH08 form and possible SH10

We (First Corporate Law Services) can arrange for £165 plus vat if you need any help.

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