Share Capital

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS IN THE PROCESS OF BEING IMPLEMENTED AND WILL CHANGE MANY OF THE TEMPLATES BELOW. WE ARE CURRENTLY REVIEWING AND UPDATING ALL RELEVANT TEMPLATES. 

This Share Capital subfolder details the key legal provisions of the Companies Act 2006 governing a company’s share capital. This includes the issue, allotment and transfer of shares within a private company and the removal (if necessary) of a company’s authorised share capital. This subfolder contains a summary guidance note as well as a range of template documents for company secretaries when dealing with the process of administering share capital requirements. 

On incorporation and registration of a limited company, the shareholders must agree to take some, or all, of the shares. Managing the share structure of a company is therefore a fundamental part of any company secretarial role and a company secretary or company administrator will need to be familiar with the procedures and processes involved in making changes to a company’s share capital, whether this is issuing and allotting new shares, dis-applying pre-emption rights or sending out new share certificates.

This subfolder takes a methodical step by step approach to guide you through what can be a technical and complicated area of the company secretarial process. We have included a practical guidance note on Share Capital, as well as template articles of association, shareholder resolutions, board minutes, stock transfer forms, share certificates, letters to Companies House and Companies House forms that you may need in order to successfully administer this process.

Each document in the Share Capital subfolder is fully compliant with the Companies Act 2006.

For a more in depth look at Share Capital, particularly relating to own share purchases, share capital reductions, redemption of shares and share re-classification, please refer to our Share Capital & Profits Group.

• Guidance Notes - Share Capital
• Model Articles Of Association - Private Company Limited By Shares
• Modified Model Articles (Private Company Limited By Shares)
• Shareholders’ Ordinary Resolution – Deletion of Authorised Share Capital
• Shareholders’ Ordinary Resolution - Authority To Allot New Shares
• Shareholders’ Special Resolution – Adoption of New Articles of Association
• S. 570 Shareholders’ Special Resolution - Disapplication of Statutory Pre-Emption Rights
• S.569 Special Resolution – Disapplication of Pre-emption rights (Private Company with one class of shares)
• Board Minutes – Removal of Authorised Share Capital
• Board Minutes – Directors’ Resolution to Allot Shares for Cash
• Board Minutes - Approval of Share Transfer
• Letter to Companies House – Filing Resolutions
• Letter to Companies House – File New Articles of Association and Resolution
• Share Certificate
• CHF - SH01 - Return Of Allotment Of Shares
• Stock Transfer (Or Share Transfer) Form

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