Unlock Electronic Signature Legitimacy for Stock Certificate in Canada

How to eSign a document: electronic signature legitimacy for Stock Certificate in Canada

Hi there Nicholas Campion here from 1st Formations here today to talk to you about transferring and issuing company shares now this video is part of our ongoing whiteboard thursday series the series where we take a look at all of the aspects of running a limited company here in the UK so if you want to keep up to date and find out all there is to know about forming and administering companies then hit that subscribe button but for now let's get started so limited companies can issue more shares at any point after incorporation likewise shareholders who are also known as company members can transfer or sell shares to other people at any time in the cases of both transferring and issuing shares the correct procedures must be followed in ance with the provisions as set out by the companies act 2006 the company's own articles of association and of course any shareholder agreements if there are ones in place to start with let's take a look at how you go about transferring company shares now limited company shares can be transferred from one person to another in exchange for either a cash payment or perhaps a non-cash consideration this will include things like goods services knowledge or the writing off of debt they can also be transferred as part of an employee share scheme or they can be transferred to a family member or spouse as a gift if you wish to transfer shares after your company is formed you will need to start by completing a stock transfer form the form will include information such as your company name and its registration number the quantity and class of the shares being transferred the name and address of the existing shareholder which is known as the transferor and the name and address of the new shareholder which is also known as the transferee you'll also need to include the amount paid for the shares as well as details of any non-cash payments that were included as part of the transaction the signature of the transferor and transferee in some cases is then required and of course if there's a stamp duty liability this should also be included a completed stock transfer form must be delivered to HMRC if the sale value of the transfer exceeds a thousand pounds if it does the transferee will be liable to pay stamp duty tax of 0.5% on that total sale value the transfer must then be approved by the board of directors either at a meeting or by way of board resolution for some companies the existing shareholders may also need to pass a special resolution to waive their right to pre-emption on the transfer of shares themselves when the transfer is complete the directors must provide a copy of the stock transfer form to both the transferor and the transferee they should also retain their own copy for their own statutory records which should be stored at either the registered office or a SAIL address if they have one the new shareholder must be issued with a share certificate as proof of ownership the statutory register of members should be updated to reflect the share transfer and to record details of the new and the old shareholders if necessary the register of people with significant control should also be updated there is no need to immediately notify companies house when share transfers actually take place as this can simply be reported on the next annual confirmation statement when it comes around next let's take a look at the process of issuing company shares following incorporation companies may be required to issue new shares for a number of reasons but the sorts of reasons this might include may be to bring in a new business partner or to raise additional capital through outside investors may be for to fund expansion or to pay for a new project also to pay off business debts or to issue as part of a bonus scheme for employees or simply to provide a gift to family members the Companies Act doesn't impose legal restrictions on the number of shares that a private company can issue during or after incorporation but it is possible to include certain restrictions within the articles and shareholder agreements those restrictions might include things like authorised share capital pre-emption rights for existing members and the director's powers to authorise allotments so to issue company shares the prospective member or members must make an application to the company existing members will usually then need to waive their their right to pre-emption and to follow any other provisions as described within the articles finally the allotment should then be accepted by the directors or sometimes by the shareholders dependent on what is actually provided for within the articles once the allotment has taken place the directors should submit the SH01 form to Companies House and this form will include things like the company name and the registration number the date the allotment took place the name class currency and nominal value of each of the shares the amount paid or unpaid for those shares in question details of any non-cash payments where applicable a statement of capital the prescribed particulars that's the rights attached to those shares and finally of course the signature of the director now listen up because this is important directors are legally responsible for filing the form SH01 at Companies House no later than one month after the allotment has been completed the directors should also provide a share certificate to each of the new shareholders to retain copies of share certificates at the company's registered office or SAIL address to update the statutory register of members and also to update the people with significant control register if that has also been impacted by the changes and to report the changes to Companies House in terms of the shareholdings themselves using the Confirmation Statement when it's next due so that's how to transfer and issue shares next let's talk about the authorised share capital now authorised share capital is an optional provision that can be included in the articles of association it essentially limits the number and value of issued shares that the company may have at any given moment companies formed before the 1st of October 2009 under the old Companies Act have this provision automatically included within their memorandum and articles companies incorporated under the 2006 Act i.e. after the 1st of October 2009 are free to forego this provision entirely however they can still include it within their articles if they so wish so you might be asking yourself why was the authorised share capital removed as a legal requirement now simply put authorised share capital became optional when stamp duty ceased to be payable on authorised capital when companies were incorporated under the old Act they were required to pay stamp duty actually on the authorised capital itself then this authorised capital was stated within the memorandum and articles of association as a sum of money divided into a quantity of shares at a fixed value companies weren't required to issue all of their authorised shares but they weren't allowed to issue more than the maximum figure as detailed within that memorandum and articles nowadays stamp duty on shares is now only payable to HMRC when the sale of a transfer exceeds a thousand pounds next we'll need to address the pre-emption rights of existing company shareholders pre-emption rights are provisions that provide existing members with the first refusal to any new or existing company shares that become available the Companies Act provides default pre-emption rights on the allotment of shares which can be removed from the articles or waived for individual transactions by passing a special resolution while there are no automatic statutory provisions for pre-emption rights on the transfer of shares again companies can include that optionally within their articles pre-emption rights also protect members from unfair dilution and it enables them to maintain their proportion and control over a company let's take a quick look at an example of this in action say you have a company and you own 25% of the issued shares that means if the company seeks to issue more shares in the future you must be given the option to purchase 25% of the shares that do become available you can of course decline to purchase the shares at which point they'll be offered to outside prospective members pre-emption rights can also help prevent non-members from joining a company and potentially harming the status quo or overall mission of the business finally let's look at the power of directors to transfer and allot shares so the rights and powers of directors including the power of transfer and allotment of shares are outlined in the Companies Act the articles of association and any service agreement between the company and the directors themselves that being said members do have the power to alter these rights at any time by passing a resolution first there's the power of the directors to transfer company shares now shares transfers can usually be authorised by the directors themselves as we saw earlier but due to the impact that the transfers can have on the members beneficial rights and controlling interests directors are sometimes prohibited from authorising transfers without the permission of the existing members when the director doesn't have this power to authorise the transfer of shares that means that the company members will need to pass a resolution to either grant that authorisation to the directors or to permit the transfer on that particular occasion then we've got the power of the directors to issue company shares the articles adopted by private limited companies formed after the 1st of October 2009 will usually permit directors of companies with a single share class to authorise the allotment of an unlimited amount of ordinary shares without seeking the approval of the existing members but it is important to note that this power is still at the discretion of the members that's because they have the right to restrict directors powers at any time if they so wish finally if the directors aren't permitted to authorise an allotment the shareholders must pass a resolution to approve it or simply to amend the articles to grant such powers to the directors and that's it so in today's video we've looked at how one goes about transferring and issuing company shares we've also looked at the authorised share capital and the power of directors to authorise transfers and allotments if you have any questions please do leave a comment and don't forget if you want to be the first to receive notifications whenever we release a video just like this make sure you subscribe to our channel thanks for watching and we'll see you next time cheerio