Processes to learn Flashcards
Procedure to call amounts on shares (9)
Convene and hold directors meeting to approve making call
The CoSec should arrange prep and issue of call notices to members
RoM updated to note amount being called from each member
List of payments reconciled with RoM
List of unpaid calls prepared
Reminder letter sent to members who haven’t paid call, requesting immediate payment to avoid penalties
Members return share certifs with copy of call notice so that they can be endorsed (details of paid call noted) - or new share certifs issued
RoM amended to include amounts now paid
If a call remains unpaid, interest can be due at rate set be directors
What should be listed in a call notice to members (4)
Members details
Amount currently outstanding
Amount being called
Details of where and when payment is due
Procedure to allot shares (7)
Ensure that appropriate authority has been obtained, if required
Application form made available to those wishing to subscribe
Those wishing to subscribe complete the form and return with cheque or proof of payment
Application forms checked for completeness and cheque cashed, or bank checked for payment
Convene directors’ meeting to approve applications, issue of shares, issue of share certifs and updating RoM
Share certificates issued not more than 2 months after
SH01 filed with registrar within 1 month
Procedure to transfer shares (8)
Transferor completes STF
STF stamped by HMRC unless exempt from stamp duty
Stamped STF, and original share certif or indemnity forwarded to registrar for registration
STF checked for validity
Care taken to ensure pre-emption rights adhered to - waiver may be required
Board approval of transfer and issuing new certif
Details entered into register of members
New share certificate released
After death of shareholder (5)
Notification of death provided to the company
Company annotates account on register as ‘deceased’
Grant of Representation in form of Grant of Probate or Grant of Letters of Administration
Executor/administrator requests the shares be registered in name/s of benficiary/ies
RoM updated
Share offer (5)
Application forms checked for all required details
Schedule of applicants, running number of shares and subscription monies should be kept
Details of applications received forwarded to company at closing date
Applicants may have to be scaled back if in excess of total on offer (by percentage, with a max limit, first come first served, etc.)
Board meeting to formally approve, update RoM, release certifs.
Rights issue (on top of share offer) (2)
Members’ entitlements calculated by reference to existing holdings
Underwriter may acquire shares in shortfall between offered and applied for
Takeover (9)
Consideration to be offered to each member is calculated
Acceptance forms sent out to members, with details of consideration offered
Acceptance forms checked for signature and share certificate to be cancelled as they are returned
Schedule of valid acceptances, monies should be kept
Once minimum acceptance is received, offeror issues statement that offer is unconditional
SR forwards details of acceptance to the company
BM to approve acquisition of shares and payment of consideration
Bulk STF, supported by schedule, sent to HMRC for stamping
Details entered in the target’s RoM
Scheme of arrangement (3)
Approval received at a general meeting (special resolution)
Members’ entitlements calculated as at record date and forwarded to company
BM held to approve issue/transfer of shares, issuance of new share certifs and cancellation of existing certifs
Death of shareholder
Notification of death provided to the company (death certificate)
Register of members annotated as ‘deceased’
Grant of representation issued as grant or probate or letters of administration and provided to company
Executor/administrator requests that the shares are to be registered in the name of the beneficiary(ies), ‘usually with letter of request’
