This happened in a small company with only a husband and a wife.
Back in 2016 a new class of shares was issued (resulting in 100 Ordinary Shares and 100 Ordinary A Shares with the same rights) and form SH01 filed at Companies House.
At the same time wife transferred 50 of her Ordinary shares to husband and herself was alloted 100 Ordinary A Shares shares.
As a new accountant, do I file the special resolution to Companies House dated back in 2016 regarding issue of a new class of shares? Will there be any penalty for late filing?
Replies (7)
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Were the articles amended?
If not then I would tell the client that there is, and only ever has been, one class of shares.
I'd put it slightly differently.
Did the Articles permit two classes of shares ?
If not then I would tell the client that there is, and only ever has been, one class of shares.
There was no amendment filed but the company paid different amounts of dividends to shareholders in those different classes without any waivers issued.
Oh dear.
Those dividends - or at the very best interpretation, part of them - were unlawful.
I don’t think it is about penalties but ethics.
You are running a new practice (good, professional website), don’t compromise your professional integrity or clients will always try and get the better of you.
Were there sufficient reserves for waivers? Have tax returns been filed with these dividends? I assume so.
Unless the owner or the previous accountants can find the paperwork then there is no new class. If the SH01 was filed electronically then I would assume that nothing was sent by post and, as I assumed in my original reply and proved to be correct, the previous accountant did not know what they were doing.
This is not my area of expertise but is it not the case that the date the resolution is passed (and not the date that it is filed) is the effective date?
According to a quick google search, apparently this case seemed to indicate that:
http://www.bailii.org/ew/cases/EWHC/Ch/2016/2983.html
I haven't read the case so it might be completely irrelevant but thought I would include the link in case it helps.
What do the others think the penalties for late filing would be?