A Guide to Limited Company Shares and Shareholders | 1st Formations (2024)

Shareholders

What is a shareholder?

This is the name given to anyone who owns ‘shares’ in a company limited by shares. As a shareholder, you own part of a company in relation to the proportion of shares you hold. A company can have just one shareholder or many shareholders. Each one is entitled to receive a portion of profits in relation to the number and value of their shares.

Shareholders are commonly referred to as 'members'. The first members in a company - the people who register the business and agree to become members - are also known as 'subscribers' because they subscribe their names to the memorandum of association during the company formation process.

Can anyone be a shareholder?

Yes, any person or corporate body (company, firm, organisation etc.) can be a shareholder of a private company limited by shares.

What is the minimum number of shareholders required to register a limited company?

Companies House requires at least one shareholder to incorporate a private company limited by shares. There is no maximum number of shareholders a company can have.

Is a shareholder the same as a director?

No. A shareholder owns a company through the purchase or acquisition of shares. A director is appointed by those shareholders to manage the operational activities of a company.

However, a shareholder can also be a director. This is very common in small companies and start-ups. In many cases, just one person will assume the role of sole shareholder and sole director.

Similar to director information, some shareholder information does appear on the public register.

What does a shareholder do?

Shareholders own shares in a company. The ‘nominal’ value of their shares is the amount they are liable to pay toward business debts.

Shareholders receive a portion of company profits in relation to the number and value of their shares.

They are not responsible for the day-to-day activities of the business unless they are also directors. Company owners will only make decisions about significant matters such as changing the name of the business, appointing, or removing directors, changing directors’ powers and altering the articles of association.

Shares

What are shares?

A share is a piece of a company limited by shares. Each piece represents a certain percentage of the company. Anyone who owns shares in a limited company is called a 'shareholder' or 'member'.

The number of shares held by each member determines how much of the company they own and control. They normally receive a percentage of trading profits that correlates with their percentage of ownership.

Here are some simple examples of popular share structures:

  • One issued share = 100% ownership of the company.
  • Two of equal value = 50% ownership per share.
  • 10 of equal value = 10% ownership per share.
  • 100 of equal value = 1% ownership per share.

How many shares can a company issue?

The minimum quantity of shares that a company can issue is one. This is common when someone is setting up a limited company as the sole owner and director. The Companies Act 2006 does not provide an upper limit, so you can issue as many shares as you like, either during or after the incorporation process.

Can I issue different types of shares?

You can create and issue any type of shares you like, whether that is during or after company incorporation. Most companies issue 'Ordinary' shares of equal value, which provide members with equal voting rights and equal profit rights. Alternatively, companies can issue multiple types ('classes') and values of shares to provide members with different voting and profit rights.

How much is a share worth?

Shares have a nominal value and a market value:

  • The nominal value, which is usually £1 (although this can be set at any value), is the minimum amount a member agrees to pay to take up a single share. The total nominal value of members' shares is the sum they are legally required to pay towards company debts when the business is wound up. Therefore, it represents the limit of a member's liability.
  • The market value of a share is the amount it is worth when it is sold. This will often vary from the nominal value.

The difference between the nominal value and market value is known as the share ‘premium’.

How do I register a limited company with multiple share classes?

Our sister website, Quality Company Formations, provides a specialist Multiple Share Class Package for anyone who wishes to set up a limited company with multiple share classes.

This package will also allow you to upload bespoke articles of association, as opposed to adopting Model articles from Companies House.

The incorporation process will typically take up to 24 hours to complete, and your new company will be ready to trade as soon as it is approved by Companies House.

See also...

1st Formations provide a Transfer of Shares Service at a cost of £69.99, and an Issue of Shares Service at a cost of £79.99. We also provide a Conversion to Multiple Share Class Service starting from just £149.99.

All services are delivered by our in-house Company Secretarial Team. Please call 020 3984 5387 for more information.

Ready for more? Explore our blogs.

A guide to company shares A guide to transferring and issuing company shares Dividends – do all shareholders get them? The pros and cons of share capital

Read more blogs

A Guide to Limited Company Shares and Shareholders | 1st Formations (2024)

FAQs

What is the shareholding pattern of a limited company? ›

What is SHP or Shareholding Pattern? A shareholding pattern refers to an official disclosure requirement of companies, whereby the namesake document details about its ownership pattern, comprising of both promoters and non-promoters.

How do I allocate shares in a limited company? ›

To issue company shares, directors will need to grant the approval of the new shares and the conditions of the creation of the new shares as per the company's articles. For example, the new shares could be issues to new investors or alternatively to existing shareholders as part of a share split.

Who is more powerful, a director or a shareholder? ›

While directors take care of the general day-to-day running of a company, shareholders still have a significant say, especially when it comes to any large decisions about the business. In simple terms: Shareholders own (part of) the company. Directors manage the company!

How do you structure shareholding? ›

While preparing the Shareholder Structure of the company, the list of potential shareholders can also be mentioned, which will be holding common shares after dilution of the company or after conversion of their convertible securities. It also helps the management during the liquidation of the company.

What are the rules for shareholding pattern? ›

SEBI Rules for Shareholding Pattern

If any individual or entity holds 1% or more of the company, then details of the investors must be disclosed in the shareholding pattern. To remain listed on the stock exchange, companies must maintain a 25% public shareholding.

Who owns shares in a limited company? ›

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 changes to the company.

Can I be a shareholder but not a director? ›

Shareholders and directors have two completely different roles in a company. The shareholders (also called members) own the company by owning its shares and the directors manage it. Unless the articles say so (and most do not) a director does not need to be a shareholder and a shareholder has no right to be a director.

Can a majority shareholder fire the CEO? ›

Only the Directors can. Thus, if you are a shareholder wishing that an officer is removed, even if you have majority stockholdings, until you control directly or by persuasion a majority of the board of directors, you will not be able to remove the officer.

Do shareholders choose CEO? ›

As the highest-ranking executive, the CEO is in charge of running the entire company — from the day-to-day operations to legal responsibilities. CEOs are often hired by large organizations, so they typically answer to the board and shareholders.

What is the formula for shareholding pattern? ›

Total shareholding for the purpose of calculating the public shareholding is declared as (A+B+C2) in line with the necessary regulations and, Percentage of promoter shareholding is calculated as A/(A+B+C2) * 100. Percentage of public shareholding is calculated as B/(A+B+C2) * 100.

How do I divide the ownership of a company? ›

Different ways to split equity among cofounders
  1. Equal splits. ...
  2. Weighted contributions. ...
  3. Dynamic or adjustable equity. ...
  4. Performance-based vesting. ...
  5. Role-based splits. ...
  6. Hybrid models. ...
  7. Points-based system. ...
  8. Prenegotiated buy/sell agreements.
Nov 29, 2023

How to split shares in a limited company? ›

Should you decide to carry out a share split, the following steps will be required:
  1. Check the articles of association and shareholders' agreement. ...
  2. Pass a members' resolution. ...
  3. Complete Companies House form SH02. ...
  4. Update the company's statutory registers. ...
  5. Create new share certificates. ...
  6. File a confirmation statement.
Jun 21, 2023

How do I know the shareholding pattern of a company? ›

Visit the stock exchange's website to see where the company is listed. You might get the shareholding pattern information of the listed companies by clicking on the link provided on the website. You can also view a company's shareholding structure on the company's official website.

What is a 50% shareholder in a limited company? ›

But in a limited company, having 50% of the shares actually means you have no control at all and neither does the holder of the other 50% of the shares.

How do you find the shareholding structure of a company? ›

How to find shareholder information online
  1. Visit the Companies House search service.
  2. Enter the company name, company registration number, or shareholder name in the search bar (searching by company name or number is easier if you have that information)
Jan 21, 2024

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