Cancelling shares - Gannons Solicitors (2024)

Options and reasons to cancel shares in a private limited company

Companies often reorganise their share capital as part of an investment or re-structuring. They end up with classes of shares of greater or lesser denominations. Then companies want to cancel the “original” shares. Unfortunately shares cannot just vanish into thin air. Creative solutions must be used to cancel shares for a private company.

Below are some common solutions :-

Option 1 – gift shares to the company

The shareholders could gift their shares back to the company, for no payment or consideration. Since these shares are a gift, the company need not comply with the formalities required to purchase its own shares. All that is necessary is a stock transfer form to transfer legal title. Since there is no payment, there is no stamp duty to pay.

The Companies Act 2006 does not specifically confirm the details. It seems the gifted shares continue to exist. However, on the register of members the company is listed as the holder of those shares.

If the company wants to cancel the gifted shares, it follows these steps to reduce its capital:

  • Check the articles of association – do not prevent the company cancelling the shares.
  • Solvency statement – the directors must sign a solvency statement;
  • Shareholders approval by special resolution.

If the company reduces its share capital, a form SH19 must be filed at Companies House.

Option 2 – cancel shares and reclassify as a different class of shares

The company could re-classify the shares as a different class of shares, e.g B shares. Then the shareholder rights may have:

  • No dividend rights;
  • No voting rights;
  • Greatly reduced value.

The law requires the following to achieve this re-classification:

  • A special resolution varying class rights will be required;
  • Form SH02, about varying share rights, filed at Companies House;
  • Form SH08, about re-designating shares, filed at Companies House.

Option 3 – share buyback

The buy back procedure depends whether the company has sufficient distributable profits or not.

If there are sufficient retained profits, the company can buy-back its shares using the company buy-back procedure. There are three steps:

  • Check the company’s articles do not limit or prohibit buybacks;
  • The articles of association must not expressly limit or prohibit buy backs;
  • Gain approval by an ordinary shareholder’s resolution for the contract;
  • The company makes an off-market purchase of its own shares.

Sometimes the issue of new shares can finance the buyback. The company can use up to £15,000 or 5% of share capital, whichever is lower. The:

  • Directors provide a director’s statement in the prescribed form;
  • Notice is published in the Gazette, which puts the world at large on notice of the proposed buy-back.

Unfortunately, there are tax related and procedural complications. We consider this approach as the last resort.

Take away

It is easy to issue shares. Unfortunately, it is complicated to remove shares.

Please do give us a call on020 7438 1060to discuss your transaction, we may have the creative solution for you.

Cancelling shares - Gannons Solicitors (2024)

FAQs

What happens when you cancel shares? ›

Once redeemed, shares are treated as cancelled and the amount of the company's issued share capital is diminished by the nominal value of the shares redeemed.

Can you cancel shares for no consideration? ›

(c) is approved by shareholders under section 256C. A cancellation of a share for no consideration is a reduction of share capital, but paragraph (b) does not apply to this kind of reduction.

How do I cancel the allotment of shares? ›

The process of cancellation of shares may vary depending on the type and reason of cancellation, but generally it involves the following steps: – The company must have a provision in its articles of association that authorises it to cancel its shares.

Can unpaid shares be cancelled? ›

A company'>limited company having a share capital may not alter that share capital, except in the ways listed in section 617 of the Companies Act 2006 (CA 2006). Shares in a company cannot simply be cancelled without following an appropriate procedure as permitted by that statutory provision.

What is a notice of cancellation of shares? ›

If you run a limited company in the UK, you're required to notify Companies House every time you cancel shares. This is done by completing an SH06 form, otherwise known as a notice of cancellation of shares.

What is the cancellation of shares called? ›

Forfeiture of shares refers to the situation where the allotment of shares is cancelled for the shareholders due to non-payment of any installments.

Can you remove a shareholder without their consent? ›

Removing a shareholder from a company

The answer to this is that there is no automatic right for majority shareholders to force a minority shareholder to sell his/her shares. However, if majority shareholder wants to remove a minority shareholder, there are a range of options available.

Can shareholders refuse to sell their shares? ›

A Shareholder cannot generally be forced to sell shares in a company unless you have either agreed to a process resulting in that outcome, or the court orders that outcome.

How do I force a shareholder to remove? ›

Without an agreement or a violation of it, you'll need at least a 75 percent majority to remove a shareholder, and said shareholder must have less than a 25 percent majority. The removal is accomplished through votes, and the shareholder is then compensated upon elimination, according to Masterson.

What is the difference between forfeiture and cancellation of shares? ›

Forfeiture of shares refers to the cancellation of allotment of shares to the shareholders by the company due to non payment of installments. On the other hand, surrender of shares refers to the voluntary act of surrender of shares by the shareholder for cancelling the allotment of shares.

What is the penalty for allotment of shares? ›

In case of any default under sub-section (3) or sub-section (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.]

Can my shares be taken away? ›

It is, of course, not possible to simply 'delete' shares from a company. As such, removal of a shareholder requires a transfer of the shares they hold.

What is cancellation of shares for no consideration? ›

A cancellation of a share for no consideration is a reduction of share capital, but paragraph (b) does not apply to this kind of reduction. Note 1: One of the ways in which a company might reduce its share capital is cancelling uncalled capital.

What happens if shares are cancelled? ›

The moment a company declares a cancellation of shares, all issued share certificates become null and void with immediate effect. This creates a deep impact on the financial assets of all stakeholders. Thus such a decision cannot be ad-hoc.

Can you transfer shares for no consideration? ›

If the transfer is exempt from Stamp Duty, or no chargeable consideration is given for the transfer, you need to complete one of the certificates on the back of the stock transfer form.

What happens when you surrender shares? ›

What happens when a Shareholder's shares are surrendered? The Shareholder who has surrendered his or her share ceases being a member of the company as well as disposes of any rights or liabilities attached to those shares. He or she is also required to surrender their share certificate for cancellation.

What happens to my shares if I close my account? ›

What happens to the securities held in the demat account upon closure? Before initiating the closure process, you must ensure that all securities held in the demat account are either transferred to another demat account or sold. Failure to do so may delay the closure process.

Why do companies buy back and cancel shares? ›

Key Takeaways. Companies choose buybacks for company consolidation, equity value increase, and to appear financially attractive. Buybacks are typically financed with debt, which can strain cash flow. Stock buybacks may affect the overall economy.

What happens if I cancel stock order? ›

A canceled order is a previously submitted order to buy or sell a security that gets canceled before it executes on an exchange. Investors may cancel standing orders, such as a limit or stop order, for any reason so long as the order has not been filled yet.

Top Articles
Latest Posts
Article information

Author: Msgr. Refugio Daniel

Last Updated:

Views: 5693

Rating: 4.3 / 5 (54 voted)

Reviews: 93% of readers found this page helpful

Author information

Name: Msgr. Refugio Daniel

Birthday: 1999-09-15

Address: 8416 Beatty Center, Derekfort, VA 72092-0500

Phone: +6838967160603

Job: Mining Executive

Hobby: Woodworking, Knitting, Fishing, Coffee roasting, Kayaking, Horseback riding, Kite flying

Introduction: My name is Msgr. Refugio Daniel, I am a fine, precious, encouraging, calm, glamorous, vivacious, friendly person who loves writing and wants to share my knowledge and understanding with you.