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Making Changes to a Limited Company

May 11, 2016

Advice for property investors from Optimise Accountants

The problem — so many forms, so little time

There are so many forms on the Companies House website that it is perhaps understandable many companies fail to fulfil their administrative burdens on time.

Many directors feel overwhelmed by the amount of paperwork required, but nevertheless directors do have a responsibility to prepare and deliver documents on behalf of the company to Companies House as and when required by the Companies Act.

Below I’ve compiled a list of items that are most likely to arise and require your attention.

Changes to directors/company secretaries

The company must keep registers that contain details of its officers. They are:

  • register of directors. This will contain most details of all the company’s directors whether individuals, corporate bodies or firms with legal personalities, but will not include any individual’s residential address (unless that address is also the individual’s service address)
  • register of directors’ residential addresses
  • register of secretaries, if appropriate

Whenever there is a change to an officer’s details, or a company appoints or terminates an officer, it must update these registers. The company must then file the appropriate form at Companies House within 14 days of the change. The appropriate forms are:

Change of a company name

A change of name occurs when a company registers a name which is different to its previous registered name. For example, a company changing its name from J Smith Limited to John Smith Limited. It is not a change of name if J Smith Limited starts trading as John Smith; in which case, ‘John Smith’ is its business name.

You will need to make sure the name you wish to use is available if you are thinking about changing it. You can do a quick search using this tool.

Once you have determined that the company name is available then you need to compete the necessary name change form.

Change of office address

If, after registration, your company wishes to change the address of its registered office, you must notify Companies House of the new address on form AD01.

Shareholders

On registration of a company limited by shares at Companies House, the shareholders must agree to take some, or all, of the shares. The statement of capital and initial shareholdings must show the names and addresses of the people who have agreed to take shares and the number of shares each will take. These people are called the subscribers.

A company may have as many different types of shares as it wishes, all with different conditions attached to them. Typically, share types fall into the following categories:

  • Ordinary: These are the ordinary shares of the company with no special rights or restrictions. The company may divide them into classes of different values
  • Preference: These shares carry a right that the company should pay any annual dividends available for distribution on these shares before other classes
  • Cumulative preference: These shares normally carry a right that, if the company cannot pay the dividend in one year, it will carry it forward to successive years
  • Redeemable: These shares are issued by the company with an agreement that it will buy them back at the option of either the company or the shareholder after a certain period, or on a fixed date. A company cannot have only redeemable shares

Here are the forms that are needed when making any changes to the share structure of the company:

Payment for shares in a private company can be made in a variety of ways, including cash, goods, services, property, goodwill, know-how, or even shares in another company.

Generally, people can pay for shares in a private company;

  • wholly for cash
  • partly for cash and partly for a non-cash payment
  • wholly for a non-cash payment

Payment for shares in a public company must, in most instances, be for cash. However, if shares are allotted in a public company for a non- cash consideration, the consideration for the shares is subject to an independent valuation in most cases. You must send a copy of the individual valuation report to the proposed allottee for the share(s) and to Companies House when registering the Form SH01.

Capital gains tax on selling shares

We will be writing a more detailed article on the tax implications of selling shares, but as a quick note you are advised to speak with your accountant to help you with the valuation of your shares and the tax implications of any share structure changes. The considerations are:

  • Capital gains tax (CGT)
  • Entrepreneurs’ relief
  • Business asset rollover relief

When you are selling / transferring shares then you will need to use the stock transfer form that may be found here

Next steps to using a limited company correctly

If you want to understand how to implement this strategy or to discuss other finance/tax questions then please book some time with us using the below calendar.
Please use the redeem code “Article 33” to get 33% off your next consultation call.

If you are looking for a new accountant then please book some time with us using the below calendar. Please note that this booking is to describe our services and will not be used to discuss your personal tax affairs.



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Telephone: 0115 939 4606
Email: simon@optimiseaccountants.co.uk