Do Resident Management Share Certificates have to be numbered ?

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    Do Resident Management Share Certificates have to be numbered ?

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    Currently a disagreement about this .

    Management Company made up of 3 leaseholders each holding one share and having a share certificate .The shares are equal in value - £1 each .Only current leaseholders are entitled to a share .

    This extract seems to suggest that numbering the certificates is not necessary . Is that correct ?

    https://www.legislation.gov.uk/ukpga/2006/46/part/17

    543Numbering of shares
    (1)Each share in a company having a share capital must be distinguished by its appropriate number, except in the following circumstances.

    (2)If at any time—

    (a)all the issued shares in a company are fully paid up and rank pari passu for all purposes, or

    (b)all the issued shares of a particular class in a company are fully paid up and rank pari passu for all purposes,

    none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.

    #2
    These days you don't even need share certificates if you are a big company, and can use CREST.

    Comment


      #3
      It's a resident manangement company with membership and certificates limited to 3 in total .

      One of the directors and a slcr dealing with the sale of one of the 3 flats say the share certificates must be numbered .

      It doesn't really matter in the scheme of things I think ,except that the director in question seems keen to have "a set of books " ( records are filed at CH ) with a share register and the complete history of any past shares ( only current leaseholders can hold a share ) and if they are to go down this path I feel it should be with a correct grasp of things .

      And I'm interested in what that correct grasp is .But happy for them to be numbered if it keeps everyone happy .No reason not I guess .

      Comment


        #4
        You are legally obliged to keep records of people who have been shareholders any time in the last 10 years.

        If any of the flats are being sub-let, I would suggest there may be objections to the Companies House option, as it will make it easy for people to get service addresses. Normally they would have to make an appointment with the company and give a reason.

        Comment


          #5
          You are legally obliged to keep records of people who have been shareholders any time in the last 10 years. that's interesting ,thanks !

          none of the flats are sub-let ,sorry if my post was misleading

          do the share certs have to be numbered ,the extract I gave in my first post reads to me as if they don't ,but have I got the wrong end of the stick ?

          Comment


            #6
            The quote doesn't seem to require numbering, but it is so easy to do that doing it will be simpler than worrying about it.

            Comment


              #7
              It depends on what entries you have made in the register of members. If you have identified the shares with numbers in the register, which would normally be the case, the same numbers should appear on the certificates.

              Comment


                #8
                Section 121 of the Act sets the ten year limit. The fact the date of ceasing to be a member has to be recorded implies that old members have to be kept.

                Reading behind the lines, the reason that part paid certificates need to be numbered is that, in an ordinary company, a shareholder may hold more than one certificate, so name and shareholding re not sufficient to identify which are paid up.

                Comment


                  #9
                  It is not a major issue for a private company with only 3 members, you are hardly going to have difficulty identifying the members.

                  Comment


                    #10
                    If you have identified the shares with numbers in the register, the 3 shares were not numbered

                    I don't understand about part paid shares ,but guessing they don't apply in this case .

                    It's not that I'm worried it's just that I thought I understood that shares of equal value and standing didn't need to be numbered and then a slcr and a director said yes they do ,so I was curious whether I'd misunderstood .

                    Comment


                      #11
                      The director probably has share certificates for their own investments, which will, in practice, always be numbered.

                      Comment


                        #12
                        The director probably has share certificates for their own investments, which will, in practice, always be numbered. do you mean that because the director has shares elsewhere ( that are numbered ) they assume that the MC shares must also be numbered ?

                        Comment


                          #13
                          Originally posted by gettingaheadache View Post
                          If you have identified the shares with numbers in the register, the 3 shares were not numbered

                          I don't understand about part paid shares ,but guessing they don't apply in this case .

                          It's not that I'm worried it's just that I thought I understood that shares of equal value and standing didn't need to be numbered and then a slcr and a director said yes they do ,so I was curious whether I'd misunderstood .
                          A company can issue shares nil paid or partly paid, it probably does not apply in your case. It simply means that the value of the shares eg £1 is the maximum which it can require to be paid by a member and it can call for that £1 in full or in instalments eg £0.50 x 2.

                          Comment


                            #14
                            Originally posted by gettingaheadache View Post
                            The director probably has share certificates for their own investments, which will, in practice, always be numbered. do you mean that because the director has shares elsewhere ( that are numbered ) they assume that the MC shares must also be numbered ?
                            Whether or not a director holds other shares is not strictly relevant, It is unusual to hold share certificates at all these days but it could explain why he is confused.

                            Comment

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