director resignations and share holding?

[cheeky_chops]

there were 5 of us with 200 ordinary shares each, so 1000 in total.

2 have left so i have logged into electronic filing online and terminated their directorships - any ideas what i have to do regarding the 200 shares allocated to each? There is no £££ value in them. If we divide them up between the remaining directors, 1000 divided by 3 leaves fractions each! Thoughts?

[maxmc2]

cheeky_chops said:

there were 5 of us with 200 ordinary shares each, so 1000 in total.

2 have left so i have logged into electronic filing online and terminated their directorships - any ideas what i have to do regarding the 200 shares allocated to each? There is no £££ value in them. If we divide them up between the remaining directors, 1000 divided by 3 leaves fractions each! Thoughts?

Form 88(2) on companies house website if i remember correctly re-allotment of shares.

Edited by maxmc2 on Friday 26th March 15:41

[cheeky_chops]

cheers - that form is under "old forms" now!!

It does direct me to SH01 - so then not sure if i want to "update/amend capital" or "remove capital"??

[mouseymousey]

Have you got a shareholders agreement?

You can't just fill in a form and take them back, the shares belong to the ex-directors.

[Thurbs]

Depends on the shareholders agreement & articles. As stated, don't automatically assume you can "take them back".

You are looking for "bad leaver" provisions.

[cheeky_chops]

err, can you explain more? No we dont.... Its quite amicable, but would be good to get something signed by both of them

[mouseymousey]

If it's amicable then I think all you need to do is to get the outgoing directors to sign a Stock Transfer Form which shows that they have transferred the shares to the remaining directors, and get them to return their share certificates.

Not sure if there has to be consideration for the shares, i.e. a payment.

[Eric Mc]

maxmc2 said:

cheeky_chops said:

there were 5 of us with 200 ordinary shares each, so 1000 in total.

2 have left so i have logged into electronic filing online and terminated their directorships - any ideas what i have to do regarding the 200 shares allocated to each? There is no £££ value in them. If we divide them up between the remaining directors, 1000 divided by 3 leaves fractions each! Thoughts?

Form 88(2) on companies house website if i remember correctly re-allotment of shares.

Edited by maxmc2 on Friday 26th March 15:41

Form 88(2)s are now obsolete following the changes brought in by the 2006 Companies Act.

[cheeky_chops]

mouseymousey said:

If it's amicable then I think all you need to do is to get the outgoing directors to sign a Stock Transfer Form which shows that they have transferred the shares to the remaining directors, and get them to return their share certificates.

Not sure if there has to be consideration for the shares, i.e. a payment.

cool - the accountant send me that but its a bit of a bd to fill in for a non-accountant person....

[Eric Mc]

Do it - now

[cheeky_chops]

got the share transfer form, any advise on the options - eg can we transfer the shares back to the company eg only have 600 (200 each)issued? If so what do i put in the box:

"Full name(s) and full postal address(es)(including County or, if applicable, Postal District number) of the person(s) to whom the security is transferred."

cheers

[therealpigdog]

Transferring back to the company is a little more complicated as must have permission in the articles, need shareholder approval and must have sufficient distributable reserves.

If you want quick and easy, just split between you equally and use a stock transfer form.

[cheeky_chops]

the deal is there is 3 of us (was 5) and 1000 shares...

[therealpigdog]

Even if one person has 334 shares, it's not going to affect voting - and unless you are massively successful, the difference in dividends will be negligible.

If you want to do a buyback, capital reduction etc these are more complicated and probably best to get proper advice on = fees. Stock transfer forms are free and pretty much gets you to the same position.

You can always increase the share capital afterwards and issue another share to the two 'lesser' shareholders.

Have you got a shareholders' agreement in place - only ask because if not you should get one, and could do the tidying up at the same time?

[Beardy10]

If you are worried about not having equal amounts get some two new shares issued so you have 1002 shares and thus can have 334 shares each. Whoever needs to take the two new shares can pay a nominal sum (£1) for them.

[therealpigdog]

OP - if you want to chat through any of this send me a PM with your contact details. Your profile doesn't accept messages.