Issuing shares...etc

[bwglaw]

Hi Accountants

Hands On Group built a website and some software to the value of £7000. Sometime later Hands On Access Ltd was formed. Hands On Group UK Ltd is now assigning ownership of the website/software in exchange for 7000 shares in Hands On Access Ltd.

Can you advise what has to be filed with Companies House to inform them of this transfer?

Hands On Access Ltd are also bringing in 2 Directors. One will pay £3000 for 2000 shares and the other will pay £2000 for 1000 shares. Obviously we need to file this with Companies House. Other than completing 288a what else needs to be completed.

I have the Shareholders Agreement, Director Service Contracts and Memorandum and Articles of Association all drafted and ready. Where appropriate it mentions the two websites will be given in consideration for 7000 shares.

Do I need to complete 88(3) to notify CH of the transfer of ownership of the two websites as consideration for the 7000 shares, other than money.

I am just not sure of the correct filing procedure.

Thanks


Jonathan

 

[bwglaw]

What?... no-one knows? tut! tut!

 

[cjd]

I'd say that's the sort of question that requires professional advice ;-)

 

[dcaccounting]

Hi Jonathan

"Hands On Group built a website and some software to the value of £7000. Sometime later Hands On Access Ltd was formed. Hands On Group UK Ltd is now assigning ownership of the website/software in exchange for 7000 shares in Hands On Access Ltd."

Are you talking about 3 businesses here? (Hands On Group, Hands On Access Ltd and Hands On Group UK Ltd)

It appears that these shares will be off a £1 nominal value?

"Can you advise what has to be filed with Companies House to inform them of this transfer?"

You can inform them by way of the Annual Return. Other writen agreements may need to be made between businesses.

"Hands On Access Ltd are also bringing in 2 Directors. One will pay £3000 for 2000 shares and the other will pay £2000 for 1000 shares. Obviously we need to file this with Companies House. Other than completing 288a what else needs to be completed."

No other forms need completing. Although are these a different class of share as the value of shares appear to be different? Or are you just making a call for those amount of shares? i.e shares are £1 nominal value but one of the new directors is paying £1.50 per share the other paying £2.00?

"Do I need to complete 88(3) to notify CH of the transfer of ownership of the two websites as consideration for the 7000 shares, other than money."

I think this is an old form pre 03 so I dont think you will need to complete this. For this clarification will go in the agreements between you both.

Also you mention 2 terms, "transfer and issue" are you say reducing your own shares (transfer) or issuing new?

Quite a details post you put up with comflicting terms, hence the lack of reply I think, I've tried for you

Regards

Dean

 

[Kent Accountant]

Hi Jonathan

Always reluctant to give quasi legal advice to a solicitor and hence the delay

You do need to make returns to Companies House. You need to complete form 88(2) in respect of the shares allotted for cash or if there is a formal contract which would need to be submitted with the form. Form 88(3) would need to be submitted in respect of the shares allotted in consideration for transfer of the rights to the website if there is not a formal contract. You will also need to ensure that you comply with any Company Law formalities such as the holding of appropriate meetings and getting the agreement of the existing shareholders. There is more information on the Companies House website http://www.companieshouse.gov.uk//about/gbhtml/gba6.shtml . Hope this helps

 

[bwglaw]

Are you talking about 3 businesses here? (Hands On Group, Hands On Access Ltd and Hands On Group UK Ltd)

Yes, three Limited Companies. Only Hands On Group UK Ltd and Hands On Access Ltd are pertinent.

It appears that these shares will be off a £1 nominal value?

No other forms need completing. Although are these a different class of share as the value of shares appear to be different? Or are you just making a call for those amount of shares? i.e shares are £1 nominal value but one of the new directors is paying £1.50 per share the other paying £2.00?

I will be revising the share value to equal amounts i.e. £2.00/share

Also you mention 2 terms, "transfer and issue" are you say reducing your own shares (transfer) or issuing new?

I personally have ONE share. I will be transferring that to Hands On Group to make up the 7000.

 

[bwglaw]

You need to complete form 88(2) in respect of the shares allotted for cash or if there is a formal contract which would need to be submitted with the form. Form 88(3) would need to be submitted in respect of the shares allotted in consideration for transfer of the rights to the website if there is not a formal contract.

That is exactly what I wanted to check. I was aware of it but was not too certain.

You will also need to ensure that you comply with any Company Law formalities such as the holding of appropriate meetings and getting the agreement of the existing shareholders.

Really!...yes, aware of that too. I am in fact drafting the documents for the meeting. Existing shareholders is just myself.

Many thanks for your confirmations, much appreciated.

As of today our Finance Director was dismissed so we are now looking for a replacement! He failed to file documents on time and more importantly he failed to file the Corporation Tax Return, which IR has reminded him on 3 occasions and we are now penalised and summoned to appear before the Magistrates!

Jonathan

 

[Kent Accountant]

You have a PM