Amending shareholding of limited company

[Hobo]

As per title, how do you amend the shareholding of a limited company ?

Currently the company has 1000 shares, of which I own 100%. I am wanting to change this so that I own 47.5% (475), AN Other 1 owns 47.5% (475) and AN Other 2 owns 5% (50).

I assume its a simple form from companies house, however can't find it.

[Eric Mc]

You need to complete a Stock Transfer Form which is a HM Revenue and Customs Form, not a Companies House one. A separate form needs to be completed for each transfer of shares. There used to be a flat £5 Stamp Duty charge for each form submitted but I have been told that this is now not the case. Can someone plese confirm this?

The Share Transfer forms are sent to HM Revenue and Customs Stamps Branch.

The details of the share split between the different shareholders can be updated at Companies House when completing the company Annual Return form 363 - whether by paper or on-line.

[Olf]

Eric Mc said:

You need to complete a Stock Transfer Form which is a HM Revenue and Customs Form, not a Companies House one. A separate form needs to be completed for each transfer of shares. There used to be a flat £5 Stamp Duty charge for each form submitted but I have been told that this is now not the case. Can someone plese confirm this?

The Share Transfer forms are sent to HM Revenue and Customs Stamps Branch.

The details of the share split between the different shareholders can be updated at Companies House when completing the company Annual Return form 363 - whether by paper or on-line.

Eric - Any 'sensible' ways to do this following the almost undecipherable pickings from artic?

[nickyd100]

Stamp Duty is charged at 0.5% of the consideration on the stock transfer form.

A cheque for the stamp duty should be sent with the STF to the Stamp Office in Birmingham.

However if the consideration is less than £1000, there is no Stamp Duty to pay.

Worth remembering as well as providing details of the new shareholdings on your 363 when filing the statutory regsiters of the company will need to be updated (register of transfers and register of members) and new share certificates produced.

Hope this is helpful.

[Eric Mc]

As there is no Stamp Duty to apy, does the Stock Transfer Form still need to be submitted to the Stamps Branch?

And there's always that horrible Revenue Form 42 requirement lurking in the background as well.

[nickyd100]

No the STF does not need to be sent for stamping to the stamp office. The certificate on the second page of the form should be completed and the completed form and certificate should be kept with the stat books of the company.

I am not familiar with the Form 42 to which you refer.

[Eric Mc]

A couple of years ago, the Revnue suddenly announced that ANY events in a company that conferred a right to an individual who would normally be paid a salary (a diretor, for example) needed to be reported on a Form 42. Issuing or transfer of shares was just such an example. They were trying to suss out if officers of companies were receiving remuneration, income or benefits through some alternative "tax free" methods.

To be honest, I'm not sure if many accountants comply withn this requirement and the Revenue don't seem to have created to much of an issue out of chasing the non submission of such forms. Most small companies felt that this was an enormous burden to place on small companies especially for fairly innocuous transactions like share transfers.

I've tried checking in what the current thinking is on Form 42s and have not received much in the way of guidance.