Share allotments and ownership transfers
Company law
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On demand
Issuing new shares changes a company’s capital. Transferring existing shares changes the holder. TheTaxCo prepares the corporate records for the relevant transaction and reconciles the resulting ownership across the cap table, statutory register, certificates or depository records and applicable filings.
Start the review before money or signed instruments move. If the event has already begun, we assess the actual dates and documents before recommending the next step.
Select the transaction route
An issue to existing holders, a private placement, a bonus issue and an employee-option exercise require different approvals and evidence. A sale, gift and transmission on death also have different requirements. The transaction description, company class, articles, security type and holder residence determine the work.
The return of allotment is PAS-3 where applicable. Private placements require the prescribed offer and allotment sequence, and their PAS-3 return is due within 15 days of allotment. MCA’s private-placement rules. We set other event dates from the applicable route rather than applying that period to every ownership change.
For a transfer, we examine the articles, instrument or depository route, consideration and stamp-duty position. Where dematerialisation is required for the company and security, a physical transfer deed cannot be assumed to complete the transaction.
Reconcile the opening ownership first
Provide the latest cap table, register of members, security certificates or depository statements and earlier allotment or transfer records. We compare the number and class of securities, paid-up amounts, holder details and dates.
A spreadsheet can contain a proposed ownership arrangement that has never been legally completed. Conversely, an old register can omit a documented event. We trace the discrepancy to the transaction evidence before proposing an amendment. Statutory registers are prima facie evidence, rather than a reason to disregard contrary supporting records. Companies Act, sections 88 and 95.
Documents and execution
Establish the agreed terms and required approvals, including rights in the articles or investment agreement.
Check valuation, tax, foreign-investment and stamp-duty questions that affect the proposed transaction.
Prepare the resolutions, offer or transfer documents and application information for the selected route.
Match the payment and execution evidence to the approved terms before completing the event records.
Reconcile the closing shareholding and hand over the applicable forms, acknowledgements and updated registers within the engagement.
For new investment, we need the proposed terms, investor category, subscription records and bank trail. For a transfer, we need the transferor and transferee information, consideration terms and relevant holding evidence. Our relevant valuation and legal specialists provide the work required for the transaction, under the applicable professional appointments.
Money has already arrived
Preserve the bank entry, remitter details, agreement, correspondence and any offer documents. We establish whether the receipt belongs to a valid subscription process, the route followed and the deadlines already running. We then advise on the next permissible action, which may include remedial steps or repayment after review. A later resolution does not automatically validate an earlier non-compliant receipt.
Do not change the recorded receipt date or label the money as completed share capital merely to match the intended cap table. The corporate and accounting treatment must reflect what happened.
Outputs and timing
We complete the applicable filings, respond to registry queries and check the resulting records. You receive the approved transaction documents, filing acknowledgements, updated statutory registers and a closing ownership reconciliation. The report identifies any remaining certificate, depository, beneficial-ownership or foreign-investment step.
Signing, banking, valuation and depository dependencies determine the preparation timetable; legal event clocks continue while those inputs are being obtained.
A family gift still needs a transfer and tax review. Granting an employee option is also different from issuing shares when it is exercised.
Related services
Email TheTaxCo, message us on WhatsApp or book a call. Include the proposed ownership change, whether money has moved and the intended completion date.