Register of members & share ledger

[nombie]

Hi,

Im new to the forum, and quite new to contracting. Currently contracting via Ltd company and I am trying to follow the straight and narrow. I am a 1 man band with company secretary (Girlfriend). There is £100 capital in company, and shares split 70/30, i.e. I own 70 x £1 ordinary shares and my GF 30 x £1 ordinary shares. I understand it is a legal requirement to keep a company record at the company registered office. I have a question regarding the share ledger. I have stated the type of share, but what goes next to current holdings and denomination. is this the number of shares and share value, i.e current holdings........30 Denomination.............£1 for my girlfriend and respectively for myself?

Any help is much appreciated :-)

[Dallas]

Hi,

Im new to the forum, and quite new to contracting. Currently contracting via Ltd company and I am trying to follow the straight and narrow. I am a 1 man band with company secretary (Girlfriend). There is £100 capital in company, and shares split 70/30, i.e. I own 70 x £1 ordinary shares and my GF 30 x £1 ordinary shares. I understand it is a legal requirement to keep a company record at the company registered office. I have a question regarding the share ledger. I have stated the type of share, but what goes next to current holdings and denomination. is this the number of shares and share value, i.e current holdings........30 Denomination.............£1 for my girlfriend and respectively for myself?

Any help is much appreciated :-)

Reconsider the GFs position in this.

[Clare@InTouch]

Usually it would be "100 £1 ordinary shares" or a variation of that, unless you've split the share into different classes other than ordinary.

I echo the above though, and would reconsider your girlfriend holding shares due to the Settlements Legislation, especially if she does no work and the dividends she receives find their way back to you in some way or benefit you in any way.

[DirtyDog]

Reconsider the GFs position in this.

+1, unless she is making a reasonable contribution to the business. Or you aren't paying dividends. Or you are declaring her income as yours because of the settlements legislation.

(I give it 5 more posts before TCP comes along to explain how he does it )

[Craig at Nixon Williams]

I agree with what is being said above - unless you are married then you shouldn't give shares to a partner as it will be caught by the settlements legislation.

Don't let that influence your decision to get married (I have seen this before) and if it does then definitely don't tell her about it!

Craig

[TheCyclingProgrammer]

I agree with what is being said above - unless you are married then you shouldn't give shares to a partner as it will be caught by the settlements legislation.

This is wrong (or untested at best) and I wish people would stop saying this.

I've said everything there is to say on the matter before so I won't repeat it here. Actually, I will repeat the short and simple version: to be caught by the settlements legislation (such that the income would be deemed the settlor's), the settlor has to retain an interest in the shares or derived income. This is exactly the same position as it is for spouses as it is for non-spouses. So if you as the settlor retain an interest (e.g. by giving shares away with certain conditions attached), it doesn't matter whether you're married or not as the spousal exemption would not apply anyway and you'd be caught.

If you don't believe me, read the text of the spousal exemption in the legislation. It's there in black and white. Spousal exemption is there to put spouses on the same level as non-spouses, not give them an "advantage" (because without the exemption it would be impossible to split income in this way between spouses as you'd always be caught due to the wording of the main clause).

OP: as long as you've updated your company register, you only have to report the change on your next annual return. If you're not sure I'm sure your accountant can help.

[Craig at Nixon Williams]

This is wrong (or untested at best) and I wish people would stop saying this.

I've said everything there is to say on the matter before so I won't repeat it here. Actually, I will repeat the short and simple version: to be caught by the settlements legislation (such that the income would be deemed the settlor's), the settlor has to retain an interest in the shares or derived income. This is exactly the same position as it is for spouses as it is for non-spouses. So if you as the settlor retain an interest (e.g. by giving shares away with certain conditions attached), it doesn't matter whether you're married or not as the spousal exemption would not apply anyway and you'd be caught.

If you don't believe me, read the text of the spousal exemption in the legislation. It's there in black and white. Spousal exemption is there to put spouses on the same level as non-spouses, not give them an "advantage" (because without the exemption it would be impossible to split income in this way between spouses as you'd always be caught due to the wording of the main clause).

OP: as long as you've updated your company register, you only have to report the change on your next annual return. If you're not sure I'm sure your accountant can help.

I know that you have expressed your opinion on here previously - my position on this issue remains as above.

To the OP - in view of what has been said, if you do have any questions about this topic then it would definitely be worth speaking to your accountant for further advice.

Craig

[DirtyDog]

(I give it 5 more posts before TCP comes along to explain how he does it )

Optimist.

[VectraMan]

If there's a Register of Members and Share Ledger kept at My Co's registered office (my house), I've no idea where it is or what it looks like.

Are you also putting a plaque with the company name outside?

There's also no need for a Company Secretary.

[TheCyclingProgrammer]

There's also no need for a Company Secretary.

There isn't legally, but if your partner/spouse/whatever has shares and you want them to benefit from entrepreneurs relief in the event of a capital distribution, they need to be a company officer or employee (for at least a year leading up to the disposal). Making said person company secretary is probably the easiest thing you can do.