Filling an SH01 - Return of allotment of shares

[JDL9000]

Hello,

So I'm currently the sole shareholder in my company. theres 100 ORDINARY shares at £1.

I wanted to give an to give my partner 50 shares (50%) but under the condition that they are redeemable shares and the company (aka me) could buy them back at any time.

I contacted my account about this and she has supplied me with all the paper work to do this, but I need to fill out the SH01 form and file it to Company House, but when clicking on the SH01 on the Compny house website, I get this message: 'An allotment must be provided to submit this form'.

Can someone tell me what I am meant to do at this point?

Thanks.

 

[JDL9000]

bump


So I basically need to know how I go from 100 ord shares to 50 ord shares for me and 50 redeemable shares for my partner on the sh01 form

 

[Bob]

Are you confident that your accountant has understood your requirements? The SH01 form is for the issue of additional shares and not the ransfer of shares for which you need a stock transfer form.
An allotment of new shares may well be the best way to achieve hwat you have specified but te new shares will have to be created as a different class with different rights.

 

[teddys]

Hello,

So I'm currently the sole shareholder in my company. theres 100 ORDINARY shares at £1.

I wanted to give an to give my partner 50 shares (50%) but under the condition that they are redeemable shares and the company (aka me) could buy them back at any time.

I contacted my account about this and she has supplied me with all the paper work to do this, but I need to fill out the SH01 form and file it to Company House, but when clicking on the SH01 on the Compny house website, I get this message: 'An allotment must be provided to submit this form'.

Can someone tell me what I am meant to do at this point?

Thanks.

You need to file SH01 when you have made an allotment, which you haven't. You're just transferring the shares for which you need to do the following:

a) fill out a stock transfer form
b) if the consideration is more than £1,000 you need to pay stamp duty and get it stamped by HMRC. If a gift then no stamp duty.
c) update the register of members
d) issue a share certificate
e) update the CH records when you file your next annual return. Alternatively you could change the AR date and file one today.

Tax implications:

Before you do transfer the shares make sure that you have made an outright gift of the shares to your partner which I presume is your wife/civil partner.

 

[JDL9000]

Ok so I'm starting to get it, where can I get a stock transfer form?

Am I able to transfer ord shares and make them redeemable ones in the process?

Would it be easier to allot 100 redeemable shares and give her the 100, so 100 ord for me and 100 redeemable for her?

Thanks for the replies so far

 

[teddys]

Ok so I'm starting to get it, where can I get a stock transfer form?

Am I able to transfer ord shares and make them redeemable ones in the process?

Would it be easier to allot 100 redeemable shares and give her the 100, so 100 ord for me and 100 redeemable for her?

Thanks for the replies so far

Stock transfer form - do a search on the internet and you should get one!!
You cannot change ord shares to redeemable ones whilst being transferred
Yes, you could issue 100 redeemable shares but, on a cautious note, I would suggest issuing first to you and then gifting it away.

 

[Bob]

Ok so I'm starting to get it, where can I get a stock transfer form?

Am I able to transfer ord shares and make them redeemable ones in the process?

Would it be easier to allot 100 redeemable shares and give her the 100, so 100 ord for me and 100 redeemable for her?

Thanks for the replies so far

This probably isn't something you should be doing personally. Your accountant/solicitor should be doing this for you or at the very least instructing a company formation agent to draft the necessary resolutions for you.
Very easy to get it wrong
Are you also going to make them non voting. If not probably need a simple shareholders agreement or a 51/49 split

 

[JDL9000]

Yes, you could issue 100 redeemable shares but, on a cautious note, I would suggest issuing first to you and then gifting it away.

I think I may go for this option as it seems easiest, but we are not actually married, so I dont think I can gift them, the shares are/will be worth £1 each so its not a problem for her to buy them. So can I allot them and then she buys them?

bbbbb yes I want them to be redeemable and none voting

my accountant is a bit slow at getting back to me, it took 5 weeks to get this done, so I thought I'd ask on here as I dont really want to be waiting that long again

 

[teddys]

I think I may go for this option as it seems easiest, but we are not actually married, so I dont think I can gift them, the shares are/will be worth £1 each so its not a problem for her to buy them. So can I allot them and then she buys them?

That should be fine so long as it is redeemable and non-voting. If voting ones, then things will get complicated.

 

[Bob]

Probably a good idea to give someone like A1 Company Services a call to ask them if they can help you to draft the necessary board resolutions and Companies House forms to cover the new class of shares and allotment. As Teddys has said, probably easiest for you to subscribe for them and for you then to ransfer them to your partner,

 

[JDL9000]

That should be fine so long as it is redeemable and non-voting. If voting ones, then things will get complicated.

Ok cool, so the steps I follow would be:

1. Allot 100 redeemable, non-voting shares to the company using an SH01 form.

2. Have an extraordinary general meeting with myself, with something a long the lines of 'Written Resolution. It was resolved and unanimously agreed to issue 100 Redeemable Shares
(without voting rights) to the share holder named below:'

(I shall also keep a copy of the minutes.)

3. Get my partner to pay the company £100 (for the 100 shares).

4. Write up a written resolution...something like this '
We/I, being the undersigned, all being members of the above company, for the time being entitled to receive notice of, and vote at General Meetings, hereby unanimously pass the following resolution and agree that the said resolution shall for all purposes be as valid and effective as if the same had been passed at a General Meeting of the company duly convened and held.

IT IS RESOLVED THAT company will issue 100 Redeemable shares to: (name and address of new shareholder). The company will have the right to exercise a buy back option if and when the shareholder leaves the employ of the company.

These share will have no voting rights attached to them but will be eligible for the payment of dividends. Such dividends will be determined from time to time by the director.

The dividends payable to the holder of the redeemable shares need not be related in any way to dividends payable to holders of any other class of share.'


5. Issue my parnter a shares certificate.

 

[JDL9000]

Probably a good idea to give someone like A1 Company Services a call to ask them if they can help you to draft the necessary board resolutions and Companies House forms to cover the new class of shares and allotment. As Teddys has said, probably easiest for you to subscribe for them and for you then to ransfer them to your partner,

Thanks for the link, I will bear this company in mind as a last resort, but it looks like I'd been to pay them over £400 for them to do this for me, which is a bit steep

 

[JDL9000]

Is this the part I need to fill in on Companies house to allot the new shares?

 

[David Griffiths]

Thanks for the link, I will bear this company in mind as a last resort, but it looks like I'd been to pay them over £400 for them to do this for me, which is a bit steep

Not as expensive as getting it wrong. The screen shot in your next post looks completely wrong because it gives the shares voting rights and makes no reference to them being redeemable.

 

[JDL9000]

Not as expensive as getting it wrong. The screen shot in your next post looks completely wrong because it gives the shares voting rights and makes no reference to them being redeemable.

The screen shot is of the shares that are currently in the business, by posting the screen shot I was asking if the button high lighted in red is where I need to allot the new shares.

 

[teddys]

The steps are as follows:

1. Pass a written resolution of the shareholders (basically yourself)

2. Create an offer document including therein a subscription form for investor to fill in and sign. The offer document will have all the details of the offer; nominal value, date of redemption, terms of redemption etc etc ....)

3. Receive the completed form and subscription money in to the bank account of the company

4. Pass a written resolution of the Board (again yourself) alloting shares, and authorising the issue of share certificates etc. Include details of the subscription in the resolution

5. Update the register of members, register of share certificates etc etc, and pass accounting entries.

6. File form SH 01 within one month of the allotment, with the CH

7. The investor is eligible for the dividend from the date of his/her name is entered on the register of members.

The draft resolution posted by you wont fit the purpose. However, I must admit that in a one-man-band set up it won't matter much; that is up until you have a problem with the taxman or co-director/shareholder or an external person.