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Get In Touch

By submitting an enquiry through 'get in touch' your data will only be used to contact you regarding your enquiry. If you would like to receive newsletters from Thomson Snell & Passmore please use the separate form below.

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General Private Client UpdatesGeneral Commercial UpdatesConstruction UpdatesCourt of Protection UpdatesAgriculture & Rural Affairs UpdatesCommercial Property UpdatesEmployment UpdatesDispute Resolution UpdatesCorporate & Commercial UpdatesCharities & Not for Profit UpdatesFood & Drink UpdatesEducation UpdatesTransport & Logistics UpdatesFamily Business & Owner Managed Businesses Updates

I agree to be ‘opted in’ to receive Thomson Snell & Passmore newsletters, event invitations and other publications that are related to the subject matter of this event or my industry sector. I understand that this means they will send me these communications by email

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If you want to update what types of information you want to receive from us, or if you wish to stop receiving these communications, you can do so ay any time using the following link: or emailing us at .

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  • Overview

    The company secretarial team at Thomson Snell & Passmore has the breath of experience and knowledge to deal with more complicated or high value aspects of company secretarial work, such as the creation of new share classes and the issue and allotment of new shares.

    Our client is a UK manufacturer and supplier of mechanical components. They are part of a group of companies whose parent company is based in Germany. The parent company was willing to inject cash to enable our client to purchase the building that it had been leasing for some time. Having taken tax advice, the proposed approach was for new shares to be issued to the parent company to represent the £2.8 million cash injection that it was making.

    The German parent company wanted to ensure that the new shares would rank ahead of other shares as to dividends. In addition, to ensure that the new shares would be a less risky form of investment than ordinary shares, the parent company required the new shares to be fixed-income shares. It was therefore appropriate for the new shares to be ‘preference shares’ which involved the creation of a new share class.

    As part of the work, the company secretarial team needed to prepare new articles of association to set out the exact nature of the preference shares and the rights attaching to them. Further, as our client had not updated its articles of association for over ten years, the company secretarial team took this opportunity to update the articles of association to ensure consistency with the Companies Act 2006.

    The company secretarial team prepared and advised on the necessary documents to effect the share allotment and issue, including: a written resolution of the sole shareholder, notice to the auditors of the proposed written resolution, board minutes and Companies House forms.

    The company secretarial team dealt with the filing requirements at Companies House on behalf of our client and updated our client’s statutory registers to reflect the changes. The last step was for the team to prepare the new share certificate and advise our client on its execution.

Get In Touch

By submitting an enquiry through 'get in touch' your data will only be used to contact you regarding your enquiry. If you would like to receive newsletters from Thomson Snell & Passmore please use the separate form below.

Newsletter Sign Up

General Private Client UpdatesGeneral Commercial UpdatesConstruction UpdatesCourt of Protection UpdatesAgriculture & Rural Affairs UpdatesCommercial Property UpdatesEmployment UpdatesDispute Resolution UpdatesCorporate & Commercial UpdatesCharities & Not for Profit UpdatesFood & Drink UpdatesEducation UpdatesTransport & Logistics UpdatesFamily Business & Owner Managed Businesses Updates

I agree to be ‘opted in’ to receive Thomson Snell & Passmore newsletters, event invitations and other publications that are related to the subject matter of this event or my industry sector. I understand that this means they will send me these communications by email

I agree

If you want to update what types of information you want to receive from us, or if you wish to stop receiving these communications, you can do so ay any time using the following link: or emailing us at .

We respect your privacy, information you submit to us will be treated in accordance with our & .

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Jargon Buster