Make Payments on Partly Paid Shares
When dealing with partly paid shares, you must create a separate share class for each call of shares.
When a company has partly paid shares, a share class should be created for each call of shares as well as for the fully paid share class. Diligent Entities converts the shareholders of one partly paid share class to the next class using the Call on Shares wizard. Depending on how the calls are made, you may only need to set up each share class when it is needed, that is, when making the call or you may prefer to create all of the share classes at the same time as shareholders may pay at different dates.
Before you start
Make sure you have created the share class you want to make the call from and the share class you want to make the call to. Refer to Create a Share Class to learn more.
In this example, a 1000 ordinary shares of £1.00 nominal value have been issued, with only £0.25 initially paid per share on January 1, 2022, followed by a second payment of shares for £0.50 per share on January 15, 2022 and a final payment of shares for £0.25 per share on January 31, 2022, at which stage the shares are fully paid.
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Open the required company record and go to Ownership > Share Classes.
- Create the first share class with the required details and allot the shares to shareholders.
In this example, the first share class is a partly paid ordinary share class with a nominal value of £1.00 and a 1000 shares issued where £0.25 has been paid as at 01/01/2022.
Enter the amount of shares issued. The issued amount only needs to be entered for this initial share class since the calls convert over the total issued and allotted amounts. For more information refer to Create a Share Class and Allot Shares to a Shareholder.
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Select Options
against the share class you want to make the call from, that is, the one you just created and select Call on Shares to open the Call on Shares wizard. -
On the Call on Share Class page of the wizard, select the share class on which you want to make the call, then select Next.
In this example, the partly paid ordinary share class where £0.25 has been paid as at 01/01/2022 is selected.
- On the Call To Share Class page of the wizard, select the share class to receive the called shares, then select Next.
The share class to receive the called shares must have the same characteristics as the original class such as the same nominal value and the same amount of authorised shares. This share class must contain zero issued shares since the call to shares converts over the total issued and allotted amounts. The nominal value due and the share premium due must include all previous calls for this class, that is, if £0.25 was paid in the first call and now £0.50 is to be paid on this call, the nominal value due is £0.75.
If the share class to receive the called shares does not exist yet, use the Add Class option to create a share class from scratch or select a share class from the list and select Clone Class to create a share class based on an existing one. Use the Refresh option to have any newly created share classes display in the list.
In this example, the ordinary share class where £0.25 has been paid as at 01/01/2022 is selected and cloned to create another partly paid share class where the nominal value due is £0.75 and the call is made at 15/01/2022. Refer to Create a Share Class to learn more.
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On the Event Date page, enter the event date, then select Next.
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On the Call on Shares Details page, enter the consideration amount, then select Next.
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On the Select People page, select the Automatic option to see all the shareholders and use the available options to ensure that only the shareholders who have made a further payment are included in the list. Select Next.
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Complete the rest of the wizard.
On the Notes page, enter any relevant notes and record whether the notes should appear on the statutory registers.
On the Action page, choose whether you want to save the event as pending or update all records immediately. In the Tracking section, you can assign the event to a specific user and add a reminder. Refer to Pending events to learn more.
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Cancel the original share class if all owners have completed the payment.
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Repeat steps 3 through 9 to complete any other calls.
For the final call, there are two options:
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You may be performing the call into a new share class, in which case you must create a fully paid share class with zero issued and zero allotted shares, as the shares are fully paid after the last call.
- You may be carrying out the final call to pay into an existing share class that already has fully paid up members. If this is the case, ensure that the total authorised is great enough to accommodate the new shares and that the total issued and allotted figures match.
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