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This information will vary from company to company and is detailed in the company's Articles of Association.
The prescribed particulars must include:
(a) particulars of any voting rights attached to the shares, including rights that arise only in certain circumstances;
(b) particulars of any rights attached to the shares, as regards dividends, to participate in a distribution;
(c) particulars of any rights attached to the shares, as regards capital, to participate in a distribution (including on winding up); and
(d) whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder.
The example below relates to a private limited company incorporated using Jordans' standard Articles of Association:
"Voting Rights: Shares rank equally for voting purposes. On a show of hands each member shall have one vote and on a poll each member shall have one vote per share held. Dividend Rights: Each share ranks equally for any dividend declared. Distribution Rights on a Winding Up: Each share ranks equally for any distribution made on a winding up. Redeemable Shares: The shares are not redeemable".
Please note: we do not recommend that you use this example for your own companies as this is specific to Jordans Articles of Association. In addition please ensure no reference to any external document is made as this may result in the document being rejected.
Further Guidance is available from Companies House.
If the Statement of Capital shows an incorrect number of shares or paid up amounts the discrepancy lies in the Company share history. A price per share and paid up amount per share MUST be recorded for every share transaction.
The 'price per share' amount must be entered as the nominal value of the shares, regardless of whether they are being issued at a premium. The 'paid up amount per share' must be entered as the amount paid for each share, including any premium.
The price and paid up amount per share is set within the original allotment record for the shares. This should not be altered in any subsequent transfer, conversion, consolidation or sub-division of the shares. Changes to the paid up amount per share must be recorded using the 'payment on partly paid share' special share transaction.
An error in your statement of capital occurs when the 'price per share' and/or the 'paid up amount per share' has been altered from the original allotment amounts. You can check these amounts by maintaining each relevant individual share transaction.
If you cannot locate the source of the discrepancy please contact the Helpdesk with full details by emailing firstname.lastname@example.org
Typically the rejection reason provided by Companies House is as follows:
Reject reason = CH Rejection: Invalid formatted XML Document - Please check element 'Prescribed Particulars'
In October 2009 additional data elements were introduced to forms AR01 and SH01 in the form of prescribed particulars and voting rights attached to each share class.
You must add this information to each company within PCSec. To do this, select your company, selecting ‘shares' then ‘maintain shares class. An additional field named voting rights appears, add this information, save the data and resend the document to Companies House.
If you are unable to print or preview your share certificates following either a 'Shares - Allotment' or 'Shares - Transfer' event this is usually because the share certificate number is being missing from the original share transaction.
Check that there is a number in the 'Certificate Number' field and that this is not set to zero - see example below:
Assign a share certificate number, save the update to the share allotment or transfer and exit. Re-run the 'Shares - Allotment' or 'Shares - Transfer' event and the share certificate(s) can now be previewed / printed as desired.
PCSec automatically defaults all share classes and share transactions to 2 decimal places. If you have a share class or transaction that requires more decimal places you can change the default to accommodate up to 4 decimal places:
Go into the 'Company Details' section and select the 'Significant Figures' field. Enter the number of decimal places you require up to a maximum of 4:
You should add joint shareholders as a new individual entity in PCSec.
Select ‘add a new entity' and enter all the names of the joint shareholder in the surname field - see example below:
Enter your own 'Entity code' and then set the 'Name applies from' date to 01/01/1900. Save the new entity and then select. Now add the address record, as a usual residential address, for the joint shareholder.
When the joint shareholder has been created you can then continue to allot and transfer shares to them just as you would to any other entity.
We are most grateful for your assistance and would like to thank particularly Lee Date and Glenys Copeland. The cheerful manner in which your assistance was provided has been very much appreciated.
Peter Cross JCP Solicitors, Swansea