More Company Secretary Fact Sheets …Issue, Allotment and Transfer of Shares

December 2011

More Company Secretary Fact Sheets …

Three new “how to” Guidance Notes have been added to the Company Factsheet sub-folder of Corporate.

The Fact Sheets for the Company Secretary group contains easy to use, step-by-step guides to the tasks commonly performed by the Company Secretary, or the individual acting in that role. Each Fact Sheet gives practical instructions on how to carry out the task in question and relevant issues to consider. The Fact Sheet will be grouped with the relevant documents needed to complete the task concerned such as board minutes, resolutions, Companies House forms etc. This task-based approach means that both up-to-date guidance and the relevant documents to use will be available in one place.

Many small businesses no longer have a company secretary, and the Fact Sheets will also be of use to anybody who is carrying out the company secretarial tasks.

This month we are putting out Fact Sheets 7A, 7B and 8. Fact Sheets 7A and 7B cover one of the most ‘popular’ areas on our site; the issue, allotment, and transfer of shares in private companies. We anticipate that these two Fact Sheets will prove to be particularly popular!

How to issue and allot shares - Fact Sheet 7A

This Fact Sheet deals with the issue and allotment of shares in a private company. It covers the following:-

· Authorised share capital
· Directors’ authority to issue and allot shares
· Dealing with pre-emption rights
· Practical procedure for issuing and allotting shares / checklist

How to transfer shares - Fact Sheet 7B

This Fact Sheet, the second one dealing with shares, covers the transfer of shares within a private company, as follows:-

· How to deal with a share transfer – practical issues
· Transmission of shares (on death or bankruptcy)
· Joint shareholders
· Shareholders’ agreements and pre-emption rights

Removing the authorised share capital - Fact Sheet 8

This deals with the situation where a company wishes to issue new shares, but is hampered by the existence of an authorised share capital. Usually this will apply to companies with memorandum and articles which pre-date the implementation of the Companies Act 2006.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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