A company may from time to time need to alter its authorised or issued share capital, for example, to raise funds from existing shareholders or to introduce new investors into the company's business or to re-organise the existing membership structure of the company.

Oswalds can assist with the following changes to a company's authorised share capital:

• Increase of authorised share capital by creating new shares ranking equally with the existing shares in the capital of the company
  
  
• Subdivision of shares by dividing existing share capital into shares of a smaller nominal value
  
  
• Consolidation of shares by consolidating existing share capital into shares of a larger nominal value
  
  
• Decrease of authorised share capital by cancelling unissued shares from the authorised share capital

Share issues for cash or non-cash consideration

Share issues are a means of raising finance for the company in return for an equity stake in the company.

Shares may be issued for cash, or for non-cash consideration (eg in return for the transfer of an asset to the company or the provision of services to the company).

The directors of the company need to be given authority to issue shares – this is either given in the articles of association or by the company by ordinary resolution.

When issuing shares, consideration has to be given as to whether pre-emptions apply (ie an obligation to offer the new shares to the existing shareholders). It may be necessary to disapply pre-emptions rights if shares are being offered to non-shareholders.

Once the share issue has taken place, notification must be given to Companies House on Form 88(2).


Other types of share issue

For more information on other types of share issue such as rights issues, bonus issues or capitalisation of loans into shares, click here.

Our share issue and changes to authorised share capital services include:

• Preparation of all necessary minutes, resolutions and forms in order to effect the share issue;
  
  
• Detailed guidance and procedure note on the process being undertaken
  
  
• The filing of all required forms at Companies House.
  

Next steps

Our fees in relation to our share issue services are as follows:

• Changes to authorised share capital - fees start at £110 + VAT
  
  
• A share issue for cash – fees start at £85 + VAT
  
  
• A share issue for non-cash consideration – fees start at £215 + VAT

For more information please contact our Corporate Legal Services team using the links in the box on the right or ORDER NOW.