The easiest way is for the company to use its distributable profits and the proceeds of any new issue of shares. In addition, if the shares are being immediately cancelled, then, in most cases, form SH06 should also be filed at Companies House within 28 days. Where the company is a public limited company and section 663 of the Companies Act 2006 applies form SH07 should instead be filed at Companies House. As an alternative to completing this panel, you may use the trust information form JO. Form JO contains the same options as panel 10 but is designed as a separate form to assist in providing the relevant information and ensuring that each joint transferee signs a declaration of trust (see panel 12 below.) If the declaration of the trust on which the transferees will be holding the property is already contained in a separate deed or will, a conveyancer may include details of it in, and sign, the form JO instead of the transferees.

A private limited company can reduce its capital by special resolution supported by a solvency statement (so long as the reduction does not result in only redeemable shares being held). You must deliver to Companies House: Directors have a responsibility to prepare and deliver documents, on behalf of the company, to us as and when required by the Companies Act. These include: Where this occurs, the company must tell us on form CC05 Change of constitution by enactment. If a special enactment makes the change, you must send a copy of the enactment with the form CC05.Read the full decision for Ladson Preston Ltd and AKA Developments Greenview Ltd v HMRC [2022] UKUT 301. HMRC v Christian Peter Candy The company must use an appropriate ‘spot rate’ of exchange used for the redenomination – this must either be a rate prevailing on a particular day specified in the resolution, or the average rate taken from each consecutive day of a period specified in the resolution, (and the day or period chosen must be within the period of 28 days ending on the day before the resolution is passed). The articles of association may set out class rights and may contain provisions for altering (“varying”) those rights shares that your spouse or civil partner transfers to you when you marry or enter into a civil partnership

However, the ‘authorised minimum’ requirement constrains public companies. If a capital reduction brings the nominal value of a PLC’s allotted capital below the authorised minimum, it will generally need to re-register as a private company. For this purpose, however, a public company can satisfy the authorised minimum requirement by means of shares denominated in multiple currencies. 6.14 Cancellation of shares by a PLC following forfeiture or surrender You can notify Companies House of any of these changes using our online or software filing service, or by delivering paper documents to us by post. Changes in location of the PSC register can only be notified via a paper filing. 3.4 Alternative method of record keeping by passing a special resolution to do so and then making an application in accordance with section 100 Companies Act 2006 In Stuart Fox v The Commissioners for HM Revenue and Customs [2022] UKUT 00310, the Upper Tribunal agreed with the First-tier tribunal, confirming that the assessment to Stamp Duty Land Tax on a failed historic sub-sale avoidance scheme involving the transfer of property from wife to husband, was correctly made on the husband alone. The appeal was therefore dismissed. the consideration value is not shown on the form – remember that if shares are given as consideration you’ll need to give the value of the shares

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If the articles do not contain provisions for varying the rights, the company can vary them either by obtaining consent from the holders of at least three quarters in nominal value of the issued shares of that class (excluding any treasury shares), or by the members of that class passing a special resolution at a separate general meeting. The First-tier tribunal found that only the property (the leasehold flat) should be considered when determining what rate of Stamp Duty Land Tax to use. Even if the communal garden was to be considered, then the transaction would still be entirely residential. HMRC maintains that the existence of grazing, woodland or re-wilding agreements do not, in isolation, prevent land being categorised as the garden or grounds of a residential property for Stamp Duty Land Tax purposes. The correct multi-factorial approach to establish whether land forms part of the gardens and grounds of a property was outlined in the Upper Tribunal decision of Hyman and Others v HMRC [2021] UKUT, which supported HMRC’s guidance, available from SDLTM00440 — garden or grounds onwards.

The company must pass a special resolution (within 3 months of passing the resolution to redenominate) and within 15 days deliver a copy of that, as well as form SH15 (which includes a statement of capital) to Companies House. A company can reduce its capital following a redenomination of its share capital under the new procedure in the Act (see above), but this can only be done so as to obtain more suitable nominal values for the redenominated shares, e.g. if the redenomination results in nominal values that are not whole units of the new currency. A public company must re-register as private following a cancellation of its shares in certain circumstances. Where the cancellation of the shares (as described in chapter 7) results in the nominal value of its allotted share capital falling below the authorised minimum for a public company, the company must re-register as a private company. The directors can pass a resolution to re-register as private.Full title guarantee: the transferor(s) guarantee, to the best of their knowledge, that there are no financial charges/encumbrances (such as mortgages) or other third party interests (such as rights of way/leases) which affect the property other than those already revealed to the transferee(s) by a written resolution, which they must circulate to every eligible member electronically or by hard copy You must identify your PSC and tell us who they are. This might be you, or someone associated with your company. A company can have one or more PSCs. Does the process seem sensible? Should I be getting legal advice for this client, which seems OTT for a tiny and otherwise straightforward company? Should I be getting a peer review for my valuation given it determines the price payable? The valuation will be very simple - just company's asset (cash) less a discount for minority shareholding.

Cash consideration’ includes any currency and may consist of notes and coins, cheques, banker’s drafts, electronic transfers of funds, and any other means that facilitate the transfer of money from one person to another. See also: What is a corporate shareholder?A written ministerial statement announcing new and temporary reliefs from Annual Tax on Enveloped Dwellings ( ATED) and the 15% rate of Stamp Duty Land Tax was published on 31 March 2022. These reliefs apply when dwellings are made available for occupation by refugees under the Homes for Ukraine Sponsorship Scheme. Technical Guidance You will need to know if the property is registered or not, as this affects the information you need to send us. To find out if the property is registered, you can either: In (1) David Hyman and Sally Hyman and (2) Craig Goodfellow and Julie Goodfellow v HMRC[2022] EWCA Civ 185, the Court of Appeal confirmed the Upper Tribunal decision that for Stamp Duty Land Tax purposes, grounds of a dwelling are not confined to that which is required for the reasonable enjoyment of the dwelling, a definition used in capital gains tax. There is no size limit to what might be classed as grounds for Stamp Duty Land Tax.