Corporate Nominee Shareholder Service for Public Records for one year: A nominee is normally a company created for the purpose of holding shares and other securities on behalf of investors. The name of every shareholder of every UK company is recorded in both the company's statutory registers and at Companies House. This information is therefore publicly available. Coddan will act as Nominee Company Shareholder for limited companies on an annual basis. Companies may also wish to keep secret their ownership of development companies, for valid commercial reasons. The nominee shareholder will execute a declaration of trust in favour of the true owner of the shares in which it agrees to exercise all voting rights and otherwise deal with the shares only in accordance with the instructions of the beneficial owner. The name of the nominee shareholder then appears on all public records relating to the shareholding. If signatures or verification documents are required extra charges will apply.
Economy Plan
£ 310.00
Renewal fees from £310.00
Private Nominee Shareholder Service for Public Records for one year: A nominee is normally a company created for the purpose of holding shares and other securities on behalf of investors. The name of every shareholder of every UK company is recorded in both the company's statutory registers and at Companies House. This information is therefore publicly available. Coddan will act as Nominee Company Shareholder for limited companies on an annual basis. We will act as a Nominee Shareholder and will provide a Declaration of Trust in favour of the beneficial owner, will ALSO INCLUDE Notarised and Apostilled copy of Nominee Shareholder' passport. Anonymity is assured, as the beneficial owner is not disclosed at Companies House or in the register of members. The nominee shareholding relationship would usually be confirmed by appropriate declarations or pre-configured share transfer documents from the nominee towards the actual clients. The name of the nominee shareholder then appears on all public records relating to the shareholding.
Legal Requirements
Members or Shareholders of a Compny Limited by Shares: The member(s)/shareholder(s) are the person(s) or entities which will, collectively, own the company. In the case of a private company limited by shares, the 'members' and 'shareholders' are one and the same person(s) or entities. The initial member(s)/shareholder(s) of a company are known as the 'subscribers'. The persons who sign the memorandum of association (i.e. the 'subscribers') are deemed to have agreed to become members of the company, and on its registration are required to be entered as members in its register of members. The type of company you are forming, need only have one member. A director or company secretary of a particular company, may also be a member/shareholder of that company. The sole director of a private company may also be the sole member/shareholder of that company. Under the Companies Act 1985, there is no restriction on any or all of the members/shareholders being from an overseas country.
COMPANIES FORMATION IN GREAT BRITAIN. INCORPORATE GB LIMITED COMPANY ONLINE
Setting up and running a company in the UK is governed by the Companies Act 1985, but many other regulations affect company operations. These include: Sale of Goods Act 1979 - regulations covering the sale of any items; Health and Safety At Work Act 1974 - regulates minimum standards of health and safety for employees and Employers' Liability (Compulsory Insurance) Act 1969 - this requires employers to have insurance against physical injury and disease sustained by employees.
Two types of company: Private Company - this usually means a small or family run businesses. A private company can't offer shares to the public and must have one director and/or one member. They must include Ltd ('Limited Liability') in the company name. Public Companies - these must have a minimum capital of £50,000, offer shares to the public, and must have at least two directors or members. They must include 'plc' (Public Limited Company) in the registered company name. It's possible to go into business without setting up either a private or public company. You can operate as a 'sole trader,' basically self-employment, or you can form a 'partnership,' two or more people running a business.
Are the private company articles suitable for all private companies limitedby shares? No. The private company articles are designed with the needs of typical privatecompanies limited by shares in mind. Such companies are likely to be smalland may well be owner-managed (that is, the same people may be theshareholders and directors). The private company articles contain theminimum number of rules which it is envisaged that a typical private companylimited by shares will need and which the shareholders will want to have. Some or all of these rules may be suitable for less typical companies, forexample, those with a relatively large turnover or a large number ofshareholders. If they are not suitable (or become unsuitable as the company’sbusiness develops over time), the shareholders can draw up their own rules, purchase "ready made articles",or change the private company articles to fit their company's needs.
Important Links
Preferred shares rank in seniority after all debt of a company but before the common shareholders. This means that in bankruptcy that the preferred shareholders would get anything left over after the debt holders have been repaid and before the common shareholders. In a normal situation, it also means that the preferred shareholders have priority in receiving dividends.
Suggested Reading
If a private company limited by shares re-registers as a public company (or other type of company), which model articles of association will applyto it? If, prior to re-registration, the company was using model articles (for example,Companies Act 1985 Table A or the private company articles), these willcontinue to apply to the company on re-registration unless they are amended. Where a company re-registers from one type of company to another (forexample, from private limited by shares to public or vice versa), it needs toensure that its articles are appropriate to its new status and (where necessary) should take legal or other professional advice regarding its articles and re-registration generally.
Live Help: Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours, our business center will be closed. When you click on the button, you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
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CAPITAL AND DIVIDEND MAINTENANCE. SHARE REGISTRATION. DIFFERENT TYPES OF SHARES
An application to do business is made to the registrar, along with a statutory declaration: confirming that the nominal share capital of the company is not less than the 'authorised minimum' prescribed by statute. Specifying the paid-up share capital at the date of application. Specifying the preliminary expenses of the company (actual or estimated) and the persons by whom any of those expenses have been paid or are payable; and specifying any amount or benefit, paid or given, or intended to be paid or given, to any promoter of the company, and the consideration for the payment or benefit.
The registrar cannot issue the certificate to do business unless the nominal amount of the allotted share capital is at least equal to the authorised minimum. As a public company cannot allot shares unless 25 per cent of the nominal amount, together with the whole of any premium on the shares, has been paid, the minimum called-up share capital of a public company is £12,500.
Share registration work is involved and complex and most listed PLCs with a large number of shareholders and/or active share registers tend to place such work with specialist companies (particularly subsidiaries or divisions of the main clearing banks). Although share registration work for LTD companies tends to require far less time since few shares may change hands for long periods, it may still be complex and it is essential that those involved are well aware of the requirements.
United Kingdom companies can issue shares only to the limits and in the denominations authorised by their Memorandum. Additional shares can only be authorised if the Articles grant such powers to alter the Memorandum. If the existing Articles do not grant such powers, then the Articles must be changed by special resolution. If this resolution succeeds, then the limit on the numbers of shares set out in the Memorandum can be changed by an ordinary resolution (which must be filed with the Registrar of Companies within fifteen days).
Generally (unless the Articles declare otherwise), if new shares are to be issued, they must first be offered to existing shareholders in the proportion each holding bears to the total in issue. This is called the right of pre-emption or first refusal. If shares are not to be issued in accordance with this right, the members must consent to waive their pre-emptive right by resolution in general meeting (or by a written resolution) and, if this varies the Articles, it will need a special resolution (i.e. one with 75 per cent of those present in person or by proxy voting in favour).
There are exceptions to this rule needing such authority, and shares issued for employee share schemes; issue of non-participating preference and similar securities, or of any other non-equity securities allotment of shares for a non-cash consideration; allotment of shares under a renounceable letter of allotment do not need a waiver of the members pre-emptive rights.
The original subscribers to the Memorandum of a public company must pay for their shares in cash. But shares in private companies are not always issued for cash - sometimes they can be issued in exchange for the rights to property or a patent or a new process, etc. If shares are issued for terms other than cash (for example, in exchange for other assets), then such assets must be handed over within five years of the shares being issued.
If this transfer of the asset does not take place, then the allottee is liable to pay cash for the shares (and any premium) plus interest. If shares are to be issued in exchange for an asset then the value of the asset must be assessed by an expert - the definition of an expert in this case being a person capable of acting as an auditor.
A public company cannot allot shares unless at least 25 per cent of the value of such shares (together with any premium) has been paid in cash. NB: According to the Registrar, Form 88 (2) submission is the worst example of filing non-compliance. Consideration is being given either to abolish the requirement to file share allotments (in which case a full list of shareholders will be required on submission of each Annual Return) or making the submission of Form 88 (2) on each occasion subject to fine for non-compliance.
Although the Memorandum may set out the division of shares into different classes, with the respective rights of each of the classes being stated, this is not normally a desirable practice. It is more usual for such matters to be included in the Articles of Association, which can be more easily altered, or in any resolution approving an increase in the capital of a company. The most common classes into which shares of a company may be divided are as follows:
Ordinary shares which rank after the preference shares as regards dividends and return of capital but carry voting rights not normally given to holders of preference shares unless their preferential dividend is in arrears. These shares constitute the company's "risk capital", i.e. each year the directors declare a dividend to be paid on the ordinary shares out of the profits of the company.
If the company does well the dividends will be good and increase year by year, but if the company does badly the dividends may be reduced or even, in a very bad year, omitted entirely. The word "ordinary" is commonly omitted from the description of the shares in the memorandum and Articles of Association where a company only has one class of shares in issue. In some companies the risk capital is called "deferred shares" or "deferred stock".
Ordinary shares which are non-voting shares, usually distinguished from the voting shares by calling them "A" shares. Some companies have classes of ordinary shares which have restricted voting rights. In both cases, however, the shares otherwise have similar rights to those of the other ordinary shares as in above. Preference shares, which carry a preferential right to a fixed rate of dividend and, on a winding up to return of capital with or without a premium, together with arrears of dividend.
They constitute part of the company's share capital and repayment of capital on preference shares would rank ahead of repayment of capital on the ordinary shares (or the deferred shares or deferred stock) in a liquidation. The fixed rate of dividend is expressed as a percentage. Holders of preference shares get the same rate of dividend year in and year out unless in any year the profits of the company are insufficient to pay the preference dividends which, of course, take priority over payment of dividends on the ordinary shares.
Cumulative preference shares, which provide that if in any year the profits of the company are insufficient to pay the dividend on the preference shares the dividends not paid will be paid in subsequent years, together with the previous year's (or years') dividend(s), when the company's fortunes improve. The payment of such arrears would rank ahead of payment of dividends on the ordinary shares. Redeemable preference shares or cumulative redeemable preference shares, which will be redeemed by the company at their nominal or par value (i.e. the face value) at some stated date in the future.
The amount of the repayment, however, is the actual nominal value of the shares, e.g. £1.00 preference shares would be redeemed at £1.00 per share notwithstanding that the market value of the shares on the Stock Exchange might be higher or lower than this amount. Debentures and loan stocks, which are in effect loans to the company by investors who receive a fixed rate of interest on the debenture or loan stock. They are mentioned here, although they are not a class of share, since they are frequently met with when considering a company's financial structure. Generally, debentures are secured loans on the assets of the company, - whereas loan stocks are normally unsecured. Payment of the interest on debentures and loan stocks ranks ahead of the payment of preference dividends and ordinary dividends.
They would also rank ahead of preference and ordinary shares in repayment of capital in liquidation. It should be noted, however, that debentures and loan stocks do not form part of the company's capital, although quite often they are colloquially referred to as "loan capital". The company's capital is as stated in the capital clause in the memorandum which is confined to the company's share capital which includes preference shares as well as ordinary shares.
DISCLOSURE OF SHARES IN DIRECTORS' REPORT
The directors' report of a company (which must accompany its annual accounts) must disclose: The number and nominal amount of shares acquired by forfeiture or surrender or in respect of which a lien has been exercised due to unpaid calls in the financial year, and the percentage of the paid-up share capital of the company which those shares represent. The number and the nominal amount of such shares which were disposed of by the company during the period covered by the accounts, the consideration received and the percentage of the total paid-up share capital of the company these shares represented.
The number and the nominal amount of such shares cancelled during the year, and the percentage of the total paid-up share capital of the company represented by those shares. The maximum number and the nominal amount of such shares held during the year, and the percentage of the total paid-up share capital of the company represented by that maximum; and the amounts for which any liens were imposed.
CAN SHARES BE IN ANY CURRENCY?
Yes, and different types of share may be in different currencies. However, a public limited company must have at least £50,000 of its issued capital in sterling, irrespective of what other currency it uses.
CAN A COMPANY CHANGE THE CURRENCY OF ITS SHARES?
No, not directly. However, a company may purchase its own shares and allot shares in a different currency or it may seek a court order to reduce its issued capital to zero, cancel its authorised capital, and simultaneously create capital and allot shares on a proportional basis in the new currency. Remember that a United Kingdom public limited company must always have a sterling share capital of at least £50,000.
CAN A COMPANY CHANGE ITS SHARES?
If authorised by its articles of association, a company may pass an ordinary resolution to: consolidate and divide its share capital into shares of larger amounts than its existing shares, for example 200 shares of £1.00 may be consolidated and divided into 100 shares of £2.00. Sub-divide its shares, or any of them, into shares of smaller amounts, for example, a £1.00 share may be divided into 10 shares of 10p. Convert all or any of its paid-up shares into stock or re-convert stock into shares.
A company cannot issue stock in the first instance. It can only convert issued shares into stock. Converting shares into stock means treating them as one merged fund equivalent to the nominal value of the individual shares. For example, 100 shares of £1.00 each would convert to £100.00 stock. In all the above cases, the total authorised and issued share capital remains unaltered. Notice of the change MUST reach Companies House on Form 122 within one month.
CAN CLASS RIGHTS BE AMENDED?
Yes. A company may alter the rights attached to any class of shares. How this can be done depends on whether the rights stem from the Memorandum or Articles or elsewhere. However, a UK limited company cannot convert non-redeemable shares into redeemable shares. Dissenting shareholders who hold at least 15% of the issued shares of that class may apply to the court to have the variation cancelled. They MUST do this within 21 days after consent was given or a resolution passed to vary the rights. The company MUST deliver a copy of the court order to Companies House within 15 days of it being made.
CAN REDEEMABLE SHARES BE USED TO REDUCE ISSUED CAPITAL?
Yes. A company which has issued redeemable shares may reduce its issued share capital by redeeming them in accordance with the agreement under which they were issued. However, if the shares are not returned to the company in accordance with the agreement - for example, if they are returned earlier than stated in the agreement - then the transaction must be dealt with as a purchase of the company's own shares. Notification of redemption of shares MUST be delivered to Companies House within one month on Form 122.
CAN A COMPANY PURCHASE ITS OWN SHARES?
Yes, if permitted by its Articles, a company may pass a special resolution to buy some of its shares. But it cannot do so if this would leave only redeemable shares in issue. The terms of the resolution will depend on whether it is a "market purchase" - that is, made on a recognised stock market - or an "off-market purchase".
An off-market purchase may only be made: in accordance with the terms of a contract authorised in advance of the purchase by a special resolution; or under the terms of any contingent purchase contract that has been approved in advance by a special resolution. Purchase by a company of its own shares MUST be notified to Companies House within 28 days on Form 169. The purchase by a company of its own shares is a chargeable transaction under the Finance Act 1986.
The following conditions must be fulfilled before a private company can make a share repurchase: the Articles of Association must authorise the repurchase. The shares to be repurchased must be fully paid up. The consideration from the company must actually be paid when the sale occurs. There must be irredeemable shares in issue, held by at least two persons, after the repurchase has taken place; and there must be shareholder approval of the proposed contract for repurchase.
Repurchases out of Capital: A private company can fund the share repurchase out of profits available for the purpose of a distribution from the proceeds of a fresh issue of shares or out of capital. However, a statutory limit is placed upon the payment which can be drawn out of capital. This is termed the "permissible capital payment". This is the purchase price of the shares to the company, less the distributable reserve and proceeds from fresh share issues.
Redeemable Shares: A company is permitted to issue redeemable shares, provided the articles of association permit this. However, before such an issue can be made, there must be non-redeemable shares already in issue. Only fully paid up redeemable shares can be redeemed and payment must be made on the redemption. The redemption can be funded from distributable profits or the proceeds of a new issue. Private companies can also make payments out of capital for the redemption, provided that the articles of association permit this.
Any premium which falls due on redemption must be paid out of distributable profits. However, if the shares were originally issued at a premium, a proportion of the proceeds of any new issue made to finance the redemption can be used to fund the redemption premium. Application of share repurchase provisions. The provisions which regulate redemption out of capital, the reserve accounting which must be followed, the effect of winding up on obligations to redeem, and potential liabilities of past shareholders and directors, are as for share repurchases.
Effect of Failure to Redeem: Failure by a company to honour redemption terms will not expose it to an action for damages.
DO TRANSFER DOCUMENTS NEED TO BE COMPLETED FOR REDEMPTION & PURCHASE OF OWN SHARES?
No. As a United Kingdom limited liability company CANNOT own its own shares, neither of these transactions qualifies as a transfer of shares and the issued share capital of the company is automatically reduced on their return to the company. A transfer document is therefore unnecessary.
CAN I BUY SHARES FROM SOMEONE ELSE?
Shares in a public company are normally transferred through a broker dealing in the market appropriate to those shares, that is, the Stock Exchange or the Alternative Investment Market. However, shares may be transferred directly from seller to buyer and the company informed accordingly. Shares in a private company are usually transferred by private agreement between the seller and the buyer. In both cases, a transfer document MUST be completed. The transfer of shares is normally a chargeable transaction under the Stamp Act.
HOW ARE SHARES TRANSFERRED TO NEW OWNERS?
The transfer of shares in a public limited company is dealt with through the Stock Exchange's "Crest" system. To transfer shares in a private or unlimited company, a seller must complete and sign the appropriate section of a "stock transfer form", available from law stationers, and pass it, together with the share certificate, to the new owner. The new owner must then complete their section of the stock transfer form, pay any stamp duty to the Inland Revenue and pass the completed form and share certificate to the company. The company secretary will then arrange for the directors to authorise the change to the members' register and issue a share certificate in the new name.
Equitable Interests in Shares: Where a person has an equitable interest in shares but is not their legal holder, he is vulnerable to a third party who buys the shares in good faith for value and without notice of that equitable interest. Stop notices. Such a person may protect his interest by applying to the court for a "stop notice". This prevents the company from registering a share transfer for a period of 14 days from when that person is notified by the company of such proposed transfer. The issuer of the notice may then apply for an injunction within that 14-day period to restrain the company from registering such a transfer.
Transfers Other Than by Stock Exchange Sale: A share transfer must be by a 'proper instrument of transfer'. The transferor completes the stock transfer form, which he also signs. If he is parting with the whole of his holding of shares of that class, the form and the related share certificate(s) are passed on to the transferee, who pays stamp duty (if the shares are sold) at 0.5 per cent of the consideration, and returns the stock transfer form and certificate to the company. The transferee is then registered in the register of shareholders, and a new certificate is issued to him.
If the transferor is not parting with all his shares of a particular class, the form and sufficient share certificates to cover the shares sold are sent to the company. The company will then verify that he has produced a certificate which shows that he is the owner of the shares he purports to transfer. The company returns a certificate to the transferor which certifies his ownership of his retained shares.
The stock transfer form is sent on to the transferee for payment of stamp duty (which is calculated at 0.5 per cent of the consideration which is given for the shares), and this is subsequently returned to the company so that his ownership can be entered on the register of members and a certificate issued to him.
WHAT IS A TRANSMISSION OF SHARES?
In some instances shares may be transmitted by operation of law. The main examples of this are when a registered shareholder dies or becomes bankrupt. On death, shares held in the sole name of the deceased are vested in the personal representative or executor of the deceased. This person should inform the company and provide all necessary evidence that the company might need so that the fact can be registered and the personal representative receive all notices and dividends relating to the shares.
On the winding up of the deceased's estate, the personal representative must inform the company of the beneficiary (or beneficiaries) of the shares so that the necessary alterations to the register of members may be made and new certificates issued.
If a share is jointly held, the survivor(s) will be the only person(s) recognised as having title to the share. The company should be informed immediately and be given any necessary evidence of the death in order to alter the register of members and issue a new share certificate. The position of a bankrupt shareholder is similar. Until a new member is registered, the rights to dividends are vested in the trustee in bankruptcy.
The bankrupt may remain a member and be able to vote, but only in accordance with the directions of the trustee. This is so where the name of the bankrupt shareholder remains on the register, but the trustee generally has a right under the company's Articles to be registered as a member in respect of the bankrupt's shares.
WHAT ARE SHARE WARRANTS?
If authorised by its Articles, a UK limited company may convert any fully paid shares to "share warrants". These warrants are easily transferable without any need for a transfer document, that is, they can simply be passed from hand to hand. When share warrants are issued, the company must strike out the name of the shareholder from its register of members and state the date of issue of the warrant and the number of shares to which it relates. Subject to the Articles, a share warrant can be surrendered for cancellation.
If so, the holder is entitled to be re-entered into the register of members. Vouchers are usually issued with the share warrants in order that any dividends may be claimed. The holder of a share warrant remains a shareholder but whether they are a member of the company depends on the Articles of the company. A company which converts all its shares to share warrants should be careful: it could become a memberless company and therefore cease to exist.
WHAT HAPPENS IF A SHARE CERTIFICATE IS LOST?
If authorised by its Articles, a UK limited company may convert any fully paid shares to "share warrants". This will be dealt with in the company's Articles. For example, a typical provision is set out in paragraph 7 of Table A of The Companies (Tables A to F) Regulations 1985 which allows for a replacement share certificate to be issued when the directors are assured that the old certificate has been lost, worn out, defaced, or destroyed.
The directors will normally require the holder to give up any defaced or worn-out certificate and to sign an indemnity about the use of any lost certificate. They may also require the holder to pay any reasonable expenses for investigating any evidence of loss.
CAN A SHARE BE CANCELLED IF THE HOLDER CANNOT BE TRACED?
No. The share belongs to the registered holder, not the company. If a person is eventually declared legally dead, then the share should be transmitted to the beneficiary (or beneficiaries). If authorised by its Articles, a company may retain any dividends that remain unclaimed after a certain period.
RIGHTS ATTACHING TO ALL CLASS OF SHARES
The rights attaching to all shares will be stipulated in the Articles of Association. The most common rights differentiating one class from another are as follows:
Right to Vote: The right to attend and vote at meetings may be restricted or enhanced. Right to receive dividend: the right can be to a preferential dividend, whether fixed or not, or can be that dividends may be declared on any individual class or all, at the directors' discretion, or that a particular class has no right to dividend.
Right to Capital on a Winding-Up or a Return of Capital: The right to capital is often linked to the right to dividend. "A" class of shares with enhanced dividend rights may have restricted rights to any further benefit in an increase in asset value of the company. The right will vary from the right to the return of the amount paid up on each share to full participation in the retained profit. The right of pre-emption on transfer and allotment: these rights will affect the shareholders' ability to realise their investment and their protection from dilution in the event of an issue of shares of the same class.
Right of Redemption: Right of redemption: normally given to shares carrying enhanced dividend rights but no right to capital, redemption rights allow investor to realise their investment at a predetermined date or following a stipulated formula. Right to conversion, normally to ordinary shares: like redemption rights, rights to conversion are usually given to shares carrying enhanced dividend rights but no other rights, enabling realisation at some future time.
A company can create classes of shares with as many or few rights as it wishes. The rights will often depend on the investor where new capital is being invested to enable an existing business to expand. Although the majority of rights attaching to shares can be altered whether the shares have been issued or not, it is not possible to convert issued shares which were not redeemable into redeemable shares.
Variation of Rights: The rights in any class of shares may only be varied with the written consent of the holders of three-quarters in nominal value of the issued shares of that class, or if an extraordinary resolution is passed at a separate meeting of the holders of that class of shares to sanction the variation. In addition, the Articles of Association will require amendment by special resolution of the members at a general meeting. The Articles of Association of the company may, however, contain provision regarding the variation of the rights, in which case the procedure in the Articles would be followed.
Holders of not less in the aggregate of 15% of the issued shares of a class who did not consent to or vote in favour of the variation may apply to the court for the variation to be cancelled within 21 days of the resolution consenting to the variation being passed. In this case the variation will not take effect until it is confirmed by the court. The application may be made by one or more of these shareholders on behalf of those entitled to make the application.
The court will disallow the variation if it is satisfied that the variation would unfairly prejudice the holders concerned but otherwise the court will confirm the alteration. A copy of the court order must be filed with the Registrar within 15 days of it being made.
There are certain other provisions regarding the variation of class rights in Section 125(4) and in the following subsections of that section. For example, in the case where the class rights are conferred by the Memorandum of Association, and the Articles adopted at the time of the original incorporation of the company contain provisions with regard to the variation of class rights, the class rights may only be varied by following the provisions in the Articles. If there are no such provisions the class rights can only be varied with the consent of all the members of the company and not just by the holders of the class of shares concerned.
Shares may subsequently be allotted by a company with special rights attached to them which are not identical with those attaching to shares previously allotted. If such special rights are not stated in the Memorandum or Articles or in any agreement which has been filed with the Registrar, a statement of the special rights MUST be filed on form G128(l) within one month of the date of allotment.
U.K. Limited Companies
Different Types of Shares
£ 100.00
Corporate Nominee Shareholder Service for Public Records for one year:
A nominee is normally a company created for the purpose of holding shares and other securities on behalf of investors.
