Removing shareholder

[jamiemiller82]

I need to remove a shareholder of a newly incorporated ltd company, as I am unable to get a business account with the shareholder involved with the company. I have looked on companies house web filling, and the only thing I can see is the form SH01, which doesnt seem to be the correct one. Can anyone point me in the right direction?? Thanks.

[chrissa1]

When I filed our Annual Return I did it using the Web Filing Service at Companies House. I had to list all the shareholders. I'm nearly sure that you can edit the list and remove/add shareholders in this way. You have to register for this on-line service and wait for them to send you a letter with your PIN number to log in. Hope this helps.

[jamiemiller82]

I did see that on a help file, but I dont need to file an annual return for a year!!

[buildersmate]

Is this shareholder willing for this to happen? - if he/she isn't, I don't believe it is easy.
Is there anything in the Articles of Association of the company to outline the 'rules' by which a change in the shareholders / shareholding can happen?
Is this shareholder also a director of the company?
Has it traded yet?
Or do you understand all of the answers to these things and you are merely asking about the administrative process by which Companies House will want to deal with it?

[jamiemiller82]

Yes, the shareholder is my other half - she is not a director, just shareholder. I hadnt really looked into things before setting up the company, so just went ahead and put both of us as 50/50 shareholders - and now we have an issue with a bank account!! The company is not trading yet, as I need to open the account to begin trading - I am still trading as self employed until I can do this. I just need to know the administrative process really, as I havent really found anything that explains how to do it! Thanks

[chrissa1]

I would ring Companies House, they're very helpful.

[Skyline D]

First things first, removing the shareholder herself is easy. Just complete a share transfer form and transfer the shares to you (gift or cost price, doesn't really matter). A share transfer form does not have to be registered with Companies House and in the normal course of events there's no reason your records at Companies House should change for a shareholder change. It should only be picked up there at the Annual Return.

If the bank really have a problem with her being a shareholder then showing them the share transfer form dated after the set up of the company should solve it. Of course banks tend to be very Head Office and computer driven these days and discretion tends to get ignored. If they are insistent on seeing it in balck and white on Companies House for some reason (and I have come across that attitude before) then your only course of action is to file an annual return to log the shreholder change. Whilst as the name implies you only need to do one after a year and then annually, there's nothing to stop you voluntarily submitting one whenever you like. It will cost you £14 though (presuming it's completed onlne).

On a wider note, I don't really know what odds it actually makes to the bank who the shareholders are regardless of what past history your OH has with them. A shareholder who is not a director os cheque signatory has no real relevance to them and certainly no less relevance than she does as your other half in any event. It seems a completely pointless change?

[Ellipsis]

I agree with everything that Skyline D has written. I'd add that you might try a different bank ...

[chrissa1]

I "third" that answer. Don't get me started about Banks!!

[kinell]

you would have to transfer the shares either by buying them or free transfer (no consideration),

if this is messy why not pay around £15 and set up another new company with you as 100% shareholder?

[Skyline D]

I don't see why it's messy? It's a single piece of paper downloaded from the internet free of charge and completed.

If the bank truly ridiculously insists on being able to see it at Companies House then it's £14 to complete an Annual Return. End of story. No mess.

I'll repeat though, I can't see what possible advantage or difference it makes to the bank whether or not your other half is a shareholder with no directorial or cheque signing rights. She'll be no less able to influence your decisions and actions after removal as a shareholder given that she is your other half after all. Unless of course they don't actually know that and just think she's an unrelated shareholder at the moment.

[Skyline D]

Further to this, I was at a meeting with Companies House this morning. Apparently you can now amend an Annual Return by using an RP04 form, though it has to be downloaded and submitted on paper. You can't do it online yet. However it is a free of charge service so unless a literally immediate change is necessary (which it may well have been in this case) then that's an alternative to submitting a whole new return at a cost of £14.