Statutory Registers

1. Bearer shares abolished by SBEE Act 2015 Important news for many of those organisations using London Registrars' business consulting service is the abolition, as of 26th May 2015, of bearer shares, which are shares that have been issued but have no registered owner. The change is due to the Small Business, Enterprise and Employment Act 2015 (SBEE)'s implementation of amendments to the Companies Act 2006. It is now no longer possible to issue new bearer shares, with SBEE applying a prescribed procedure by which existing bearer shares must be converted or surrendered within a fairly short space of time - the first notice needing to be sent by 26th June. If a bearer share is not surrendered by 26th December 2015, it will no longer be transferrable, any purported transfer being void. Nor will it have any rights attached to it, including voting rights and rights to a dividend/distribution. This means that any distribution that the bearer share would have otherwise received will need to be paid into a separate bank account. If a company still has bearer shares by 26th February 2016, it will be required to cancel them via a court application. Within 14 days of the shares being cancelled, it will be necessary for the company to pay into court an amount equal to the nominal value of the shares and any suspended distributions. Firms making use of the business consulting service of London Registrars that may have issued bearer shares are advised to immediately check their records to determine who may have had such shares issued to them. These individuals will then need to be contacted. It is an offence for a company to fail to follow the prescribed procedure for dealing with bearer shares. If an acquisition is proposed, one should closely review the share history of the target company to identify any outstanding bearer shares. It will not be possible for a company to be struck off if it has outstanding bearer shares.