Company Secretarial Support

Process a share class reorganisation in Company Secretarial

You use the share capital reorganisation feature to process any change in capital where a quantity of shares or cash is being issued to existing shareholders in proportion to their current shareholding. The shares can be issued either in exchange for, or in addition to, each member's existing shareholding.
  1. note
    In this example, 100 ordinary £1 shares are allocated by an equal spit between 2 members (50 shares each). We'll reorganise by replacing member 1's 50 Ordinary £1 shares with 50 Ordinary A £1 shares and member 2 retains their 50 Ordinary £1 shares.
  2. Open the company and select the
    Share Capital
     tab.
  3. Right-click on an empty part of the Share Classes table, then select
    New Share Class
     from the context menu.
  4. Enter the new class of share that you're going to use (in this example, Ordinary A share class):
    1. On the
      Details
       tab, select
      Ordinary A
       from the share class dropdown list.
    2. On the
      Class Attributes
       tab, select
      New
      .
    3. In the
      New Class Attribute
       window, select
      Voting, Dividend, Capital and Redemption rights
       from the
      Attribute name
       dropdown list.
    4. Enter a
      Description
      , then select
      OK
      .
    5. Select
      New
       again, then select
      Voting rights from the Attribute
       dropdown list.
    6. Enter a
      Description
      , then select
      OK
      .
    7. Back in the
      New Share Class
       window, enter the number of shares
      Authorised to issue
       and
      Authorised shares
       (in this example, 100 in both).
      New Share Class window with Details tab active. Shows Ordinary A entered in the Share Class and 100 in Authorised to issue and Authorised shares fields.
    8. Select
      OK
      .
  5. Select the
    Share Transactions
     tab.
  6. Right-click anywhere in an empty part of the Share Transactions grid, then select
    Reorganise Share Capital
     from the context menu.
  7. In the
    Reorganise Share Capital
     window, select
    Share reorganisation
     from the
    Type (narrative)
     dropdown list.
  8. Enter the
    Record date
    .
  9. In the Adjustment details group, enter the
    Quantity
     and select the
    Share class
    you want to adjust.
    note
    In this example the we'll enter a
    Quantity
     of
    1
     and select a
    Share class
     of
    Ordinary £1
    . This is because for every 1 Ordinary £1 share we adjust, we'll issue 1 Ordinary A £1 share.
    Reorganise Share Capital window with the Details tab selected. There are 5 sections. In the first section (Operation) , the 4th section (Adjustment details), and the 5th section (For each quantity/share class above) are completed.
  10. In the For each quantity/share class above group, select
    New Share Issue
    .
  11. In the
    New Share Issue
     window:
    1. Select the
      Share class
      , then enter the
      Quantity
       that you'll issue in place of the adjusted shares.
      note
      In this example, we'll select a
      Share class
       of
      Ordinary A £1
       and a
      Quantity
       of
      1
      .
    2. Select
      OK
      .
  12. Select the
    Preview
     tab.
  13. Only mark the checkboxes for the members whose shares you are reorganising.
    note
    In this example, we will mark the checkbox for the member whose shares we are reorganising and clear the checkbox for the member whose shares will remain unchanged.
  14. Review the Event description for report.
    Reorganise Share Capital window with Preview tab active. Shows 2 members shares in a grid, with 1 member's checkbox marked. The Event description for report section shows text describing the reorganisation.
  15. When you are satisfied that the reorganisation is correct, select
    OK
    .
  16. Select
    OK
     again in the new window.
  17. Select the
    Members
     tab to view the reorganised shares.
  18. Select
    Save and Close
     to save the changes and generate the documents.
  19. Select
    OK
    , then
    OK
     again.

This article applies to:

  • PRODUCT: Digita Company Secretarial
  • Subject: Allocation