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Subscriber shares

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This one always gets me and I am sure there is an easy explanation. 

Ltd co has two shareholders owing 50 Ord shares each, they would like a holdco on top via share for share exchange. Clearance is sought and received. 

They have an existing dormant company they would like to use as holdco which has one Ord shares in issue to one of the shareholders.

If I issue 50 shares to them each in exchange for the 50 in tradeco, that would result in 51/50 shareholding or can I include the subscriber share (although it was issued way before this transactions happens) and so issue 49 to one and 50 to the other?

 

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By Tax is always taxing
28th Jan 2022 08:20

Wasn't this included in your clearance application what your plan was?

In this circumstance I usually issue another share in dormant co (usually before application) and state intention is to issue 49 for every 50 shares (or 4 for every 50 - doesn't matter) to each existing shareholders.

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By Justin Bryant
28th Jan 2022 10:23

Can't the shareholder just declare that he holds that pre-existing one share on trust jointly for them both? They can then issue one other such share and 24 each owned solely individually. Doubtless there's an even easier method.

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By The Dullard
28th Jan 2022 13:07

Just issue 49 and 50. Both for CGT reconstruction purposes and stamp duty purposes the legislation considers the position of target before nd acquirer after for that very reason.

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