Subscriber shares meaning

A person wishing to set up a new company has the following options: Incorporate a new company in line with the Companies Act 2006 (CA 2006), configuring it on incorporation to satisfy its particular requirements (a tailor-made company); or Acquire a ready-made, ‘off-the-shelf’ company (ie a company already incorporated that has never traded, a ‘shelf company’) from a company formation agent and then adapt it to meet those requirements. The actions involved in buying and customising a shelf company are set out below. For information on forming a tailor-made company, refer to Practice Note: Incorporating a company...

Under the Companies Act 2006 (CA 2006), a company is brought into existence when one or more persons: enter their names in a memorandum of association; and meet the registration requirements laid down by CA 2006. Anyone who signs a company’s memorandum is commonly referred to as a subscriber for these purposes. Need for subscriber shares A company that will have share capital must issue at least one share to each subscriber (subscriber shares), ensuring the company has share capital and at least one shareholder at the point of incorporation. The prescribed memorandum format reflects this through a straightforward declaration by the subscribers that they: wish to form a company under CA 2006; and agree to become members of the company and, where the company is to have share capital, to take at least one share each. Subscriber shares cannot be allotted on a joint holding basis, because Companies House interprets CA 2006,...

This Practice Note functions as a guide, with links to company secretarial resources on Lexis+® UK, supporting in-house lawyers, company secretaries and company directors in pinpointing the most suitable guidance or precedent. Lexis+® UK holds a substantial collection of materials relevant to the diverse range of company secretarial tasks. Most content sits within the Corporate practice area, and is also available via the In-house Advisor practice area under the collated topic of ‘’. General—current hot topics The following are some of the topical items which company secretarial users may need to consult on a regular basis: Corporate horizon scanning—2025 and beyond Case tracker—2025—Corporate Corporate—new starter guide The Economic Crime and Corporate Transparency Act 2023—tracker Reform of the UK listing regime—fundamentals Brexit legislation tracker Company incorporation and constitution This subtopic helps users find material on establishing a company (or adapting a shelf company), including preparing first board minutes, appointing directors and company secretaries, selecting and registering a...

This Agreement is entered into on [ insert date of execution of the share option agreement ] Parties [ insert name of Company whose shares are being subscribed for ], a company incorporated and registered in [ insert country ] with number [ insert company registration number ], with its registered office at [ insert registered office ] (Company). [ insert name of Subscriber ], of [ insert address of Subscriber ] (Subscriber). BACKGROUND The Subscriber has agreed to subscribe for [ insert number of growth shares to be subscribed for, and class of the growth shares ] shares, each with a nominal value of £[ insert nominal value of the growth shares ], in the capital of the Company, on and subject to the terms and conditions of this Agreement...

This Agreement is entered into on [ insert date ] Parties [ Insert name of company in which the shares are to be held ], a company incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ], with brief particulars set out in Schedule 1 (the Company); The several persons whose names and addresses are listed in Schedule 2 (together, the Existing Shareholders); and [ Insert name of subscriber ] of [ insert address ] (the Subscriber) (each a Party and together the Parties). Background The Subscriber has agreed to subscribe for Shares on, and subject to, the terms and conditions contained in this Agreement...

This Agreement is entered into on [ insert date ] Parties [ Insert name of company in which the shares are to be held ], a company incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ], with brief particulars set out in Schedule 1 (Company); The several persons whose names and addresses are set out in Schedule 2 (together, the Existing Shareholders); and [ Insert name of subscriber ] [ incorporated in England and Wales under number [ insert company number ] ] [ whose registered office is at OR of ] [ insert address ] (Subscriber). (each a Party and together the Parties). BACKGROUND The Subscriber has agreed to subscribe for Shares, subject to and in accordance with the terms and conditions of this Agreement...