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Top FAQs - What are the Prescribed Particulars required as part of a statement of capital?

What are the prescribed particulars?

The prescribed particulars are defined in secondary legislation, namely the Companies (Shares and Share Capital) Order 2009. The particulars are:

  • particulars of any voting rights attached to the shares, including rights that arise only in certain circumstances;
  • particulars of any rights attached to the shares, as respects dividends, to participate in a distribution;
  • particulars of any rights attached to the shares, as respects capital, to participate in a distribution (including on winding up); and
  • whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder.

Where can I find information on the voting rights and prescribed particulars which apply to my company?

In most instances, rights attached to shares are subject to an agreement between the company and its members and are defined in a company’s Articles of Association. In other instances, such information may be contained in a company resolution. These should always be the first points of reference when you are trying to find information on the voting rights and prescribed particulars applicable to your company.

If you are still unable to find information on the voting rights and prescribed particulars after checking the Articles of Association and any resolutions, you may want to seek professional advice.

Can Companies House give some examples of the wording that will be acceptable when completing the voting rights and prescribed particulars on a statement of capital?

Yes, but this is limited to the simplest case of a private company limited by shares using the model articles provided in the Companies (Model Articles) Regulations 2008. Examples of the wording that could be used for voting rights, dividend rights or distributions on winding up are as follows:

  • "each share is entitled to one vote in any circumstances" – this wording will reflect the general legal position of one member one vote under section 284 Companies Act 2006;
  • "each share is entitled pari passu to dividend payments or any other distribution" – this will reflect a basic right to dividends but any dividend must be made in accordance with the Companies Act and the company’s articles of association; and
  • "each share is entitled pari passu to participate in a distribution arising from a winding up of the company" - any distribution from a company being wound up will therefore operate in accordance with the law.

It is very unlikely that companies using the model articles will issue shares with capital distribution rights. Generic wording is therefore difficult to provide and companies with such shares are better placed to describe the rights attached.

It is not possible to provide standard wording in relation to redeemable shares. The issue of such shares is at the discretion of a company. If redeemable shares are issued the directors may determine the terms, conditions and manner of redemption. The specific wording setting out the rights will be required.

If there are any amendments made to the model articles to adapt them or resolutions passed detailing share rights of a company, the examples above may not adequately reflect the share rights that must be disclosed. If the rights information is not easily obtainable from the company’s articles of association or resolutions, you may want to seek professional advice.

Please note: Companies House will reject statements of capital in instances where full information is not provided or where reference is made to another document for the share rights information.

Some examples of wording which will result in the statement of capital being rejected are:

  • 'please see the Articles of Association for the rights';
  • 'rights as set out in the Articles';
  • 'share rights are the same as those already in issue';
  • 'not applicable';
  • 'pari passu'.
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