{"id":10177,"date":"2023-06-03T10:29:53","date_gmt":"2023-06-03T09:29:53","guid":{"rendered":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/?p=10177"},"modified":"2023-06-06T12:49:23","modified_gmt":"2023-06-06T11:49:23","slug":"prescribed-particulars","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/prescribed-particulars\/","title":{"rendered":"Prescribed particulars – the rights attached to company shares"},"content":{"rendered":"

Prescribed particulars define the specific rights attached to each class (type) of share that a company issues to its shareholders. They describe how much power a shareholder has in the company and whether they are entitled to any distributions of profit and capital.<\/p>\n

Below, we explain what shareholder rights the prescribed particulars cover, where this information is recorded, and when companies are required to provide information on their prescribed particulars to Companies House.<\/p>\n

What are prescribed particulars?<\/h3>\n

When companies issue shares, they issue one or more share \u2018classes\u2019 (types of shares). Each type of share provides certain rights to the shareholders who own them. Prescribed particulars describe exactly what these rights are, as well as any conditions or restrictions attached to the shares.<\/p>\n Issuing shares when setting up a company – know your options<\/span><\/a>\n \n

The prescribed particulars refer to shareholders\u2019 voting rights, dividend rights, capital rights, and redeemable rights. They are defined in the Companies (Shares and Share Capital) Order 2009<\/a> as follows:<\/p>\n

\u201cParticulars of any voting rights attached to the shares, including rights that arise only in certain circumstances\u201d<\/em><\/p>\n

The prescribed particulars of any voting rights attached to a share class should specify whether or not the shareholder is entitled to vote on certain company decisions at general meetings<\/a> and, if so, how many votes they get.<\/p>\n

Voting rights may also stipulate when and in what circumstances the shareholder is entitled to vote.<\/p>\n

\n \n \"Fully\n \"Complete\n <\/a>\n <\/div>\n \n

The most common type of share class (ordinary shares) provides one vote per share. However, other share classes<\/a> carry multiple votes per share, provide voting rights only in certain circumstances, or have no voting rights at all (i.e. non-voting shares).<\/p>\n

\u201cParticulars of any rights attached to the shares, as respects dividends, to participate in a distribution\u201d<\/em><\/p>\n

Dividends<\/a> are payments that a company makes to its shareholders when it has profit available for distribution. The particulars of any dividend rights usually specify whether or not the shareholder is entitled to dividend payments.<\/p>\n

\u201cParticulars of any rights attached to the shares, as respects capital, to participate in a distribution (including on winding up)\u201d<\/em><\/p>\n

The particulars of these rights should set out whether or not the shareholder is entitled to a distribution of remaining capital when a company is wound up or insolvent, and if they have preference over other shareholders.<\/p>\n

\u201cWhether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder\u201d<\/em><\/p>\n

If a company issues redeemable shares, it can choose to redeem them at any time. Where this applies, the particulars must specify the terms, conditions, and manner of redemption.<\/p>\n

Where must companies record their prescribed particulars?<\/h3>\n

Companies usually record their prescribed particulars of rights attached to issued shares in their articles of association<\/a> and, if one exists, a shareholders\u2019 agreement<\/a>.<\/p>\n

Articles are publicly available on the central register at Companies House, but the shareholders\u2019 agreement is a private document between the parties involved.<\/p>\n

Prescribed particulars relating to any changes made to issued shares after incorporation can also be found in company resolutions<\/a> and\/or minutes of meetings.<\/p>\n

Do I have to provide prescribed particulars to Companies House?<\/h3>\n

Companies must provide prescribed particulars to Companies House on a statement of capital as part of the incorporation process. This information is also required when making any of the following changes after company formation:<\/p>\n