Most limited companies are ‘limited by shares’. This means they’re owned by shareholders, who have certain rights. For example, directors may need shareholders to vote and agree on changes to the company. Companies limited by guarantee have guarantors and a ‘guaranteed amount’ instead of shareholders and shares.
Most companies have ‘ordinary’ shares but the ‘Prescribed Particulars’ (or Share Class) will vary from one company to the next. In most cases this means shareholders get one vote on company decisions per share and receive dividend payments.
Shareholders and Share Value
A company limited by shares must have at least one shareholder, who can be a director. If there’s only one shareholder, they’ll own 100% of the company. There’s no maximum number of shareholders.
The price of an individual share can be any value. Shareholders will need to pay for their shares in full if the company has to shut down. When forming a company, the director/s can choose a low share value (for example, £1) to limit the shareholders’ liability to a reasonable amount.
Issuing Initial Shares
When registering a company, the director/s need to provide information about the shares (known as a ‘statement of capital’). This includes:
- the number of shares of each type the company has along with the total value – known as the company’s ‘share capital’
- the names and addresses of all shareholders – known as ‘subscribers’ or ‘members’
A company that issues 500 shares at £1 each has a share capital of £500. Share capital is not linked to how much the company is worth.
About the Shareholders
All companies are required to publish a list of their shareholders annually to Companies House. There are two key exemptions to this general rule.
- Protected companies undertaking activities which may be targeted by activists, e.g. Animal Testing or Specialist Research
- Companies listed on the stock exchange as the shareholders change from one day to the next
In most other cases the shareholders for each company are publicly available, this will include organisations as well as named individuals. In the example below, you will see the typical shareholding structure for four companies, this details the number of shares held in each allotment. You will also see different classes of shares which confer certain rights to the shareholder.
Companies limited by guarantee
These companies must have at least one guarantor and a ‘guaranteed amount’.
- are company members
- control the company and make important decisions
- do not usually take profit from the company – instead the money is kept within the company or used for other purposes
Guarantors promise an agreed amount of money to the company if it cannot pay its debts. This is the ‘guaranteed amount’.
They must pay the company the full amount of their guarantee. This payment covers guarantors for situations such as the company being closed down. The guaranteed amount is not linked to how much the company is worth – they choose how much they pay.
Other Useful Data Sources
Combining shareholder data with the Significant Controllers Register will allow you to create a corporate structure and identify which companies or individuals control other companies.
Share Class and Prescribed Particulars
When registering a company, the Director/s need to include information about what rights each type of share (known as Share class) is given to the shareholder. This information is known as prescribed particulars’ or ‘share class’ when registering the shareholder information the description must include:
- what share of dividends they get
- whether they can exchange (Ëœredeem) their shares for money
- whether they can vote on certain company matters
- how many votes they get