{"id":13273,"date":"2025-02-09T13:58:16","date_gmt":"2025-02-09T13:58:16","guid":{"rendered":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/?p=13273"},"modified":"2025-03-09T23:12:04","modified_gmt":"2025-03-09T23:12:04","slug":"alphabet-shares-explained","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/alphabet-shares-explained\/","title":{"rendered":"Alphabet shares explained\u00a0"},"content":{"rendered":"
When a company has multiple shareholders, <\/span>there<\/span>\u2019<\/span>s<\/span> often a need for a tailored ownership structure that allows <\/span><\/span>for different rights and privileges between shareholders<\/span><\/span>. Alphabet shares can offer a solution. <\/span><\/span>This flexible <\/span>yet <\/span>relatively simple <\/span>share <\/span>class\u00a0enables a company to provide different <\/span>dividend<\/span>, voting, and capital rights to <\/span>different <\/span>shareholders.<\/span><\/span>\u00a0<\/span><\/p>\n This post explains the basics of alphabet shares, the most common reasons for issuing them, and the procedures you must follow to create alphabet shares during or after the company formation process.<\/p>\n <\/div>\n <\/div>\n \n Alphabet shares are a type of ordinary share that limited companies can issue to shareholders (<\/span>also called the ‘members’<\/span>). They are structured as different classes of ordinary shares and are usually named \u2018A\u2019 ordinary, \u2018B\u2019 ordinary, \u2018C\u2019 ordinary shares<\/span>, and so on (this is where the term ‘alphabet shares’ comes from)<\/span>.<\/span>\u00a0<\/span><\/p>\n Ordinary shares typically provide basic shareholder rights, namely:<\/span>\u00a0<\/span><\/p>\n Most companies only issue ordinary shares, so these basic rights are normally pro-rata based on the number of shares each member holds. For example, a shareholder with 25% of a company\u2019s ordinary shares would have the right to 25% of dividends, voting rights, <\/span>and capital on the winding up of the company<\/span>.<\/span>\u00a0<\/span><\/p>\n With alphabet shares, companies can assign <\/span>different levels of these<\/span> rights to each class, resulting in some rights applying to one class of alphabet shares but not another. For example:<\/span>\u00a0<\/span><\/p>\n Alphabet shares can also provide varying rights, <\/span>such a<\/span>s variable <\/span>dividend rates<\/span>, <\/span>enhanced voting rights<\/span>, or<\/span> different rights to <\/span>capital on winding up<\/span>.<\/span><\/span>\u00a0\u00a0<\/span><\/span><\/p>\n There are various reasons why companies issue alphabet shares. Often, they relate to the degree of each shareholder\u2019s involvement in the business, the risk they take, or the extent to which founding or controlling members wish to provide voting privileges to other shareholders.<\/p>\n Tax efficiency is often the main motivator. For example, with alphabet shares, a shareholder could own 10% of issued shares that provide entitlement to 50% of any dividends. <\/span><\/span>If<\/span> there was only a single class of ordinary shares<\/span>, the shareholder would only be entitled to 10% of any declared dividends<\/span>.<\/span><\/span>\u00a0<\/span><\/p>\n This strategy can be beneficial where some shareholders are basic-rate taxpayers while others are subject to higher or additional tax rates. However, you’ll need to be mindful of HMRC’s ‘settlements’ legislation in this situation (we will discuss this later in the post).<\/p>\n Other common reasons for creating alphabet shares include:<\/p>\n It\u2019s common in family companies<\/a> to distribute shares to various family members, particularly spouses and children. The purpose may be to reflect their different levels of involvement, utilise everyone\u2019s tax-free allowances, create passive income for loved ones, or build generational wealth.<\/p>\n Issuing shares to employees can be <\/span>a great way<\/span> to <\/span>incentivise<\/span> workers and foster loyalty. When using alphabet shares as part of an <\/span><\/span>employee share scheme<\/span><\/span><\/span><\/a>, companies <\/span><\/span>will typically <\/span>structure<\/span> them as having the right to receive dividends, but no rights to vote on any decisions or receive any capital rights.<\/span><\/span>\u00a0<\/span><\/p>\n Founding shareholders or key investors may wish to retain majority decision-making powers while continuing to raise capital and issue dividends to other shareholders. Alphabet shares can be structured to facilitate this.<\/p>\n When two or more companies wish to set up a separate joint venture company, alphabet shares can make it easier to define each party\u2019s varied ownership rights and level of control in the new company.\u00a0<\/span><\/p>\n One of the most common mistakes companies make when issuing alphabet shares is failing to update the articles of association to <\/span>create<\/span> the new share classes and specify the attached rights. The rights attached to shares are known as the ‘prescribed particulars’. <\/span>Unless specified otherwise,<\/span> all company shares will <\/span>normally<\/span> rank equally (pro rata) and provide the same voting, dividend, and capital rights per share.<\/span>\u00a0<\/span><\/p>\n This oversight can <\/span>potentially<\/span> result in the payment of illegal dividends, which can have serious consequences for the company and its directors. It could also lead to shareholder disputes, difficulties when seeking new investors, and potential issues during any future sale of the company.\u00a0<\/span>\u00a0<\/span><\/p>\n Under anti-avoidance settlements legislation<\/a>, HMRC may challenge certain dividend arrangements on the basis that an individual shareholder gains a tax advantage by diverting some of their dividend income to another person who is liable to a lower tax rate (or not subject to tax).\u00a0<\/span><\/p>\n This legislation is a key consideration when issuing alphabet shares, particularly when gifting shares and distributing dividends<\/a> to spouses, civil partners, and minor children in a family company.\u00a0<\/span><\/p>\n If HMRC suspects that settlements legislation applies, the diverted dividend income may be deemed to belong to the settlor rather than the recipient shareholder for tax purposes.<\/p>\n Companies should seek professional advice and guidance before creating and issuing alphabet shares to avoid such issues.<\/p>\n Issuing multiple share classes<\/a>, including alphabet shares, is always more straightforward during the company formation. However, it\u2019s also possible to create new share classes after incorporation to reflect the evolving needs of a company and its shareholders. We outline both options below:<\/p>\n Generally, you should not use the<\/span> model articles of association to set up a company with multiple share classes. Therefore, to issue alphabet shares during the <\/span>company formation process<\/span><\/a>, you must add specialist provisions to the model articles of association or create entirely bespoke articles.\u00a0<\/span>\u00a0<\/span><\/p>\n These provisions outline each <\/span>share class and the rights<\/span> attached to them. You\u2019ll then summarise the prescribed particulars of each share class on the incorporation application (form IN01).<\/span>\u00a0<\/span><\/p>\n\t\t As part of the incorporation process, you’ll also need to provide details of the individuals or entities holding the initial shares of each share class. These individuals are the subscribers \u2013 the founding shareholders of the company.\u00a0<\/span><\/p>\n At Quality Company Formations, we provide a specialist <\/span><\/span>Multiple Share Class Package<\/span><\/span><\/span><\/a> for customers wishing to set up a company with more than one class of shares<\/span>.<\/span><\/span> Our Company Secretarial Team can provide a Drafting Service if you need help creating bespoke articles.<\/span><\/span>\u00a0<\/span><\/p>\n To create alphabet shares for an existing company, the shareholders must pass a special resolution to amend the company<\/span>\u2019<\/span>s articles. The amended articles should specify the alphabet <\/span>shares<\/span> a<\/span><\/span>nd t<\/span>he rights attached<\/span> to<\/span><\/span> them.<\/span><\/span>\u00a0<\/span><\/p>\n Next, the shareholders usually need to pass an ordinary resolution authorising the directors to issue the alphabet shares, per Section 551 of the Companies Act 2006<\/a>. This authorisation specifies the number of shares the directors can issue and the permitted timeframe for doing so (maximum period of 5 years).<\/p>\n\n Key Takeaways<\/span>\n <\/h3>\n
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What are alphabet shares?<\/h3>\n
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Why would a company issue them?<\/h3>\n
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\n <\/a>\n <\/div>\n \n
1. Varying shareholder rights in a family-owned company<\/h4>\n
2. Awarding shares to employees<\/h4>\n
3. Ensuring majority voting rights remain with the founders<\/h4>\n
4. Facilitating joint ventures<\/h4>\n
Mistakes to avoid<\/h3>\n
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\n <\/a>\n <\/div>\n
Beware of HMRC’s ‘settlements’ legislation\u00a0<\/span><\/h4>\n
How to issue alphabet shares<\/h3>\n
Option 1: Creating alphabet shares on incorporation<\/h4>\n
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\n\t\t\t<\/a>\n <\/div>\n \n
Option 2: Creating alphabet shares after incorporation<\/h4>\n