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We (me and my partner) recently incorporated as a Limited By Shares company (Ltd). Stupidly, when filling out the forms we put down 1m shares with nominal value at £1 thinking these were just meaningless arbitrary numbers.

We've spoken to a relative who we trust, and they said we need to instead have 10,000 ordinary shares at 1p each to reduce liability, and for other investment reasons.

We have literally just registered with companies house via a company set up website, what forms do we need to fill out to change this setup? Do we need to cancell all shares, and then issue shares? Bit confused on how to proceed from here.

Do I need this form to cancel all my shares? Can we kill 2 birds with one stone and reissue on the same form somehow?

http://www.companieshouse.gov.uk/forms/generalForms/SH06_notice_of_cancellation_of_shares.pdf

Thanks for any help.

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2 Answers

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You need to ask yourself if an answer from a web site about startups is going to be more helpful than your first attempt at getting yourself incorporated correctly.

Get an lawyer involved! A qualified attorney can save you a lot of headaches and hassles.

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It's pretty clear from your question that you don't know what you're doing. While English company law has very few pitfalls, you've already fallen into one of them. You're about to fall into another one of them.

What you need is a reputable company secretarial service. They will do your company things for you, including preparing the correct forms, and tell you how to pass the appropriate resolutions. They will file your annual return for you. They will prevent you from being prosecuted by Companies House (which can, and does, happen).

If you need a company to do things right away, incorporate a new company (as you have found out, it costs 18 quid and takes an hour), and use that instead. Have your company secretarial service de-register the other company.

What you need to understand is that registering forms with Companies House does not (for the most part), legally effect whatever the form is notice of. It is just a notice, used to notify Companies House of the event in question. The reason people file them is that it is illegal not to file them on the occurrence of that event. It does not make the event happen.

I bet your relative has also spoken to you about the taxation aspects of this. Get proper professional advice. You need to find a nice, medium-sized accounting firm that has a good track record of company secretarial work and tax advice. They will not be cheap, but there is no such thing as cheap tax advice. Cheap company advice is also pretty rare.

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