WHEN DO I HAVE TO FILE PRESCRIBED PARTICULARS?

If a company is incorporated with multiple share classes then the rights attaching to each share class need to be set out in the company's Articles of Association. The prescribed particulars delivered on incorporation will also need to record the voting, dividends, capital and redemption rights of each class.

If new share classes are created or class rights varied during the life of the company, then the shareholders will need to approve the variation by special resolution and amended Articles setting out the new class rights will need to be filed.

There are many other situations where a company must deliver prescribed particulars of the rights attaching to each class of shares to the Registrar of Companies (see below).

The situations where prescribed particulars must be delivered include:

• on an annual return (voting rights only),
• on a reduction in share capital,
• on the creation of a new share class or a variation of the rights of a particular class,
• an allotment of shares,
• where an unlimited company becomes a limited company,
• on a sub-division or consolidation of shares,
• on a re-denomination of share capital,
• on redeeming redeemable shares, and
• on cancellation of shares following a purchase by the company of its own shares.

What are prescribed particulars?

Prescribed particulars, in relation to each class, give the following information:

• particulars of any voting rights attached to the shares,
• particulars of any dividend rights attached to the shares or to participate in a distribution,
• particulars of any capital rights attached to the shares or to participate in a distribution (including on winding up),
• whether the shares are redeemable at the option of the company or shareholder.

When do I use this service?

If you are intending to:

• create a new class of shares,
• create multiple share classes,
• vary the rights of an existing class,
• reduce your share capital or allot new shares, or
• carry out any of the other scenarios detailed above where prescribed particulars need to be delivered,

then our Prescribed Particulars drafting service can assist you.

What is the next step?

Click the 'MAKE ENQUIRY' button below or call us on 08456 800 727.

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