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Listing requirements and continuing obligations鈥攑remium listing and standard listing鈥攑rior to 29 July 2024 A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. 聽The UK Listing Rules sourcebook came into force to implement the changes and the Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime鈥攆undamentals.聽This checklist reflects the listing regime prior to 29 July 2024 and has been retained for reference purposes. This checklist compares the listing requirements and key continuing obligations that previously applied to a commercial company with a listing of equity securities on the premium and standard listing segments prior to 29 July 2024. Requirements for listing鈥攑rior to 29 July 2024...
Seller's SPA drafting guide (unconditional completion)鈥攃hecklist This Checklist serves as a guide of certain key matters for the seller鈥檚 solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: 鈥 check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: 鈼 be named as the seller in the SPA instead of the registered holder, and 鈼 procure the sale of the sale shares to the buyer 鈥 check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions鈥攔equirement to obtain members鈥 approval) 鈥 resist proposals to include in...
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Reconversion of stock to
Sub-division and/or consolidation of share
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Funding an employee benefit trust This Practice Note covers the following issues in relation to the funding of an employee benefit trust (EBT): 鈥 practical aspects of funding an EBT 鈥 financial assistance鈥攖he background 鈥 financial assistance鈥攖he current position 鈥 relevance of financial assistance to EBTs 鈥 financial assistance鈥攅xemptions 鈥 the employees鈥 shares scheme exemption 鈥 consequences of non-compliance of the financial assistance provisions 鈥 tax implications for close companies which fund EBTs, and 鈥 corporation tax relief in respect of EBT funding Practical aspects of funding an EBT When an EBT is first set up, it needs to be provided with initial financing, as a trust cannot exist without initial trust assets. It is common for a nominal amount, for example 拢100, to be settled on the trustee in order to establish the EBT (for further details, see Practice Note: Setting up an EBT). However, after the EBT has established, other funding can be provided. This may be by way of: 鈥 voluntary contribution 鈥 loan...
Issue of redeemable shares A limited company having a share capital may issue redeemable shares. Redeemable shares are a statutory concept contained in the Companies Act 2006 (CA 2006), which includes detailed provisions relating to the terms, manner, financing and timing of their redemption. A redemption of shares by a limited company having a share capital will be void unless it is carried out in accordance with CA 2006, Pt 18 (CA 2006, ss 658鈥737), which sets out the statutory framework within which a limited company is permitted to acquire its own shares. In addition, if such a company purports to redeem shares without complying with CA 2006, Pt 18, an offence is committed by the company and every one of its officers in default. A person guilty of such an offence is liable: 鈥 on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both), or 鈥 on summary conviction in England and Wales, to imprisonment for a term not...
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Unapproved share option agreement鈥攕tandalone deed for employee This AGREEMENT is made on [insert date of execution of the share option agreement] Parties 1 [insert name of company whose shares are being granted under option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company);[and] 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) [and] 3 [[insert name of grantor (if different from company)] of [insert address of grantor] (the Grantor)] Background (A) [The Company has agreed to grant to the Option Holder as at the date of this Agreement an Option to acquire Shares on the terms set out in this Agreement. OR The Company and the Grantor intend that, as at the date of this Agreement, the Option Holder be granted an Option to acquire Shares on the terms set out in this Agreement.] (B) [The Company will satisfy the exercise of the Option by transferring or procuring the...
Phantom share option agreement This AGREEMENT is made on [insert date of execution of the phantom share option agreement] Parties 1 [insert name of company whose shares are relevant to the phantom option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company); and 2 [insert name of option holder] of [insert address of option holder] (the Option Holder) Background (A) The Company has agreed to grant to the Option Holder as at the date of this Agreement a Phantom Option on the terms set out in this Agreement. (B) The Phantom Option provides an entitlement to cash and not shares. 1 Definitions In this Agreement, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Cash Payment 鈥 means the cash sum payable on the exercise of the Phantom Option, which shall be calculated in accordance with clause 6.2; Control 鈥 has the meaning given...
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Is there any authority for the proposition that a charity could be ordered to provide security for costs? A charitable company will typically base its constitution or governing document on the articles of association for a company limited by guarantee (see Precedent: Model articles鈥攑rivate company limited by guarantee鈥攃ompanies incorporated on or after 28 April 2013). For an alternative set of articles published by the Charity Commission (the Commission) see: Articles of association for a charitable company not having a share capital on the Commission website (where a variety of further governing documents, depending on the exact structure required, may also be accessed). For further information on different charitable structures and links to all relevant external sources, see Practice Note: Charities鈥攇overning documents. As noted in the Practice Note: Security for costs鈥攔equirements and conditions (CPR 25.27), CPR
What details should a company record in the PSC register? A company鈥檚 people with significant control (PSC) register must never be empty. The company must, using the prescribed wording, update its register as regards any general circumstances or investigative steps that it is currently engaged in. This may be as simple as confirming that there are no registrable PSCs or RLEs in relation to the company. It is therefore likely that any register should have an open section in which to record such information. Once a particular PSC or RLE comes forward or is otherwise identified (or being actively investigated), it would seem appropriate to open up a ledger or account against that individual or entity's name. Information required under CA 2006, s 790K can then be entered accordingly, as can any other official wording as to the investigation or enforcement process in relation to that individual or entity: 鈥 Required particulars (including type of control): 鈼 PSCs: name, date of birth, nationality, country or...
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Law360, London: Dalata Hotel Group said late 3 June 2025 it has spurned a consortium's attempted application to buy the Irish hospitality giant in a deal worth approximately 鈧1.3 bn.
Tax analysis: In Hunt and Davis, the First-tier Tax Tribunal (FTT) dismissed the taxpayers鈥 appeals against counteraction notices and assessments issued by HMRC under the transactions in securities (TiS) rules.
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