{"id":10001,"date":"2023-04-01T17:13:50","date_gmt":"2023-04-01T16:13:50","guid":{"rendered":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/?p=10001"},"modified":"2024-02-15T09:11:00","modified_gmt":"2024-02-15T09:11:00","slug":"limited-company-subscribers","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/limited-company-subscribers\/","title":{"rendered":"Limited company subscribers – everything you need to know"},"content":{"rendered":"
Limited company subscribers are the initial shareholders or guarantors (\u2018members\u2019) who agree to form a company limited by shares or guarantee. They are referred to as subscribers because, as per the Companies Act 2006, they are \u201csubscribing their names to a memorandum of association\u201d during the company formation process.<\/p>\n
If you\u2019re planning to set up a company, it\u2019s worthwhile understanding the role and responsibilities of subscribers, how they differ from other members, and the requirement to record and publicly disclose subscribers\u2019 details. We discuss all of these points and more below.<\/p>\n
The subscribers of a limited company are the very first members. They will be either shareholders or guarantors, depending on whether the company is incorporated as limited by shares or limited by guarantee.<\/p>\n
By subscribing to the company\u2019s memorandum of association at the time of incorporation, the initial shareholders or guarantors are:<\/p>\n
The subscribers in a limited by guarantee company do not take shares, because this type of company is set up without share capital (i.e. the company does not issue shares).<\/p>\n
In a limited by shares company, the subscribers are the initial shareholders. Upon taking at least one share during the company formation process, each subscriber becomes a founding member of that company.<\/p>\n Issuing shares when setting up a company – know your options<\/span><\/a>\n \n Why would I set up a limited by guarantee company?<\/span><\/a>\n \n What rights do shareholders of a company have?<\/span><\/a>\n \n The share(s) that each subscriber agrees to take determines how much of the company they own, their profit entitlement, their decision-making power, and the limit of their liability for business debts.<\/p>\n In a limited by guarantee company, the subscribers are the initial guarantors. When they add their names to the memorandum during the incorporation process, they become founding members of that company.<\/p>\n Since this type of company does not issue shares, the subscribers (and any future members) do not actually \u2018own\u2019 the company in the way that shareholders own stock in a company limited by shares.<\/p>\n\t\t Rather, guarantors control and participate in the company. This entails appointing directors to run the business, voting on important decisions, and providing a \u2018guarantee\u2019 to pay a specified sum of money if the company becomes insolvent.<\/p>\n In most limited by guarantee companies, the subscribers and future members do not receive any share of the profits.<\/p>\n The rights and responsibilities of limited company subscribers are set out in a governing document known as the articles of association<\/a>. Some limited by shares companies also include this information in a shareholders\u2019 agreement.<\/p>\n Since it is the subscribers who form a company and make the initial decisions on company rules and members\u2019 rights, they have a great deal of freedom in this respect. This is provided that all such matters are in accordance with the Companies Act 2006 and any other legislation applicable to the company.<\/p>\n Typically, all limited company members (including subscribers) have the right to:<\/p>\n Whilst the members of a limited by shares company normally receive a share of the profits, this is not usually the case in a limited by guarantee company.<\/p>\n There is no statutory prohibition on distributing profits to guarantors, unless the company includes provisions to that effect in its articles. However, most limited by guarantee companies reinvest their surplus income in the business instead.<\/p>\n In a limited by shares company, the voting rights and dividend rights of subscribers depend on the class of shares they own, and how many. This means that a company can either:<\/p>\n In a limited by guarantee company, the subscribers have equal voting rights under the Model articles of association<\/a>. That is, one vote per person when making decisions on company matters.<\/p>\n However, it is possible to vary the rights of guarantors by creating different classes of membership in bespoke articles – e.g. voting members and non-voting members.<\/p>\n Like all members, limited company subscribers are only responsible for the debts and liabilities of a company up to:<\/p>\n The nominal value of shares and the sum of guarantees are usually just \u00a31. If a company becomes insolvent or is wound up (dissolved), the members have no legal obligation to contribute any more than the amount unpaid on their shares or the guarantee sum they have promised to pay.<\/p>\n Are shareholders and directors liable for company debts?<\/span><\/a>\n \n If any subscriber is a member of a limited by guarantee company at the time that it is wound up, or they ceased to be a member within the past year, they must contribute the specified amount of their guarantee toward:<\/p>\n These requirements are included in the statement of guarantee<\/a>, which the subscribers must complete as part of the application to register a company.<\/p>\n All private companies must have at least one subscriber when they are incorporated. There is no upper limit – you can set up a company with as many people as you like.<\/p>\n Any person can be a subscriber of a limited company, including a natural person or a corporate entity (i.e. another company).<\/p>\n There is no minimum age requirement to be a subscriber or member of a company.<\/p>\n In many companies, the subscribers are also the directors. This is common practice when setting up a small company with only one or two people.<\/p>\n All subscribers are members of a company, but not all members of a company are subscribers.<\/p>\n The members are the shareholders or guarantors. However, they are only classed as subscribers if they are founding members and added their names to the memorandum during the company formation process.<\/p>\n Even if a subscriber leaves a company and ceases to be a member at some point in the future, they will still be classed as a subscriber, because their name will always be present on the memorandum.<\/p>\n The memorandum of association can never be altered. It exists in its original state for the lifetime of the company.<\/p>\n The subscribers of a company limited by shares are shareholders. The subscribers of a company limited by guarantee are guarantors.<\/p>\n However, any person who becomes a shareholder or guarantor of a company after<\/em> incorporation is not a subscriber. The reason is that they did not become members during the company formation process.<\/p>\n Therefore, the only real difference between subscribers and other shareholders or guarantors is the point at which they became members of the company.<\/p>\n That being said, it is commonplace for subscribers to retain a higher percentage of shareholdings, profit entitlement, and\/or voting rights than newer members. By doing so, they can maintain majority control of the company.<\/p>\n A limited company subscriber will only be classed as a person with significant control (PSC) if they satisfy at least one of the following conditions:<\/p>\n In small companies, all or most of the subscribers are also people with significant control.<\/p>\n It is usually very easy to determine how much influence or control each person has.<\/p>\n People with significant control (PSCs) – who are they and what do they do?<\/span><\/a>\n How to register a PSC for a company<\/span><\/a>\n <\/p>\n However, in large companies, or those set up with multiple shareholders or guarantors, some of the subscribers may not be considered PSCs. It depends entirely on their shareholdings and\/or the class rights set out in the articles of association.<\/p>\n On the formation of a new company, certain information becomes a matter of public record on the Companies House register<\/a>. This includes the name, service address, and shareholdings (where applicable) of each subscriber.<\/p>\n Every company must also keep its own statutory register of members, which should include the details of all subscribers.<\/p>\n If a subscriber is a PSC and\/or a director, the company must also record their details in the register of people with significant control (PSC register) and\/or the register of directors.<\/p>\n If there are any changes to a subscriber\u2019s details after incorporation, or they cease to be a member, the relevant registers must be updated as soon as possible.<\/p>\n Register of members – everything you need to know<\/span><\/a>\n \n You must also notify Companies House of any such changes on the following form(s):<\/p>\n There is no need to update shareholders\u2019 service address details at Companies House, unless you elect to keep your statutory company registers on the public register<\/a>. Some companies choose to do this as an alternative to keeping their own statutory registers at their registered office or SAIL address.<\/p>\n In a limited by guarantee company, the requirement to update subscribers\u2019 details does not apply, unless you elect to keep your statutory register of members information at Companies House.<\/p>\nSubscribers of a company limited by guarantee<\/h4>\n
The rights and responsibilities of limited company subscribers<\/h3>\n
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Do all subscribers have equal rights?<\/h4>\n
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Are subscribers responsible for the debts of the company?<\/h4>\n
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How many subscribers can a company have?<\/h3>\n
Can anyone be a limited company subscriber?<\/h3>\n
Is there a difference between subscribers and members?<\/h3>\n
Is there a difference between subscribers, shareholders, and guarantors?<\/h3>\n
Are subscribers also classed as people with significant control (PSC)?<\/h3>\n
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Keeping subscribers\u2019 details up to date<\/h3>\n
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