Malcolm ZoppiMon Oct 09 2023

Understanding Ordinary Share Capital: A Detailed Guide

Ordinary share capital represents the total value of a company’s shares available for public purchase. These shares do not have any preferential rights, such as voting or dividend privileges.

ordinary share capital

Ordinary share capital is a term that may be unfamiliar to many but is essential to understand for anyone involved in UK businesses. It represents the total value of a company’s shares that are available to the public for purchase. These shares are considered ordinary as they do not have any preferential rights, such as voting or dividend privileges.

For UK businesses, ordinary share capital is crucial as it represents their equity financing and can affect their financial statements, balance sheets, and overall financial health. Shareholders, who purchase these ordinary shares, also play a significant role in a company’s governance and decision-making processes.

In this section, we will dive deeper into the meaning and relevance of ordinary share capital in the UK and explore its impact on shareholders and businesses.

Key Takeaways:

  • Ordinary share capital represents the total value of a company’s shares available for public purchase.
  • These shares do not have any preferential rights, such as voting or dividend privileges.
  • Ordinary share capital is essential for UK businesses as it represents their equity financing and can affect their financial statements.
  • Shareholders who purchase ordinary shares play a significant role in a company’s governance and decision-making processes.
  • Understanding ordinary share capital is crucial for informed decision-making in UK businesses.

Types of Ordinary Share Capital and Shareholder Rights

In the UK, there are two main types of ordinary share capital: ordinary shares and preference shares.

Ordinary Shares

Ordinary shares are the most common type of share capital and give the shareholder voting rights at general meetings of the company. They also give the shareholder the right to receive dividends declared by the company, although the amount of dividend is determined by the directors and is not guaranteed.

The value of each ordinary share depends on the number of shares issued and the total value of the company. If a company issues more shares, the value of each share decreases, and vice versa.

Preference Shares

Preference shares, on the other hand, do not give the shareholder the right to vote at general meetings. Instead, they have a fixed dividend amount which is paid before any dividends are paid to ordinary shareholders. However, preference shares do not share in any surplus profits which may be available for distribution to ordinary shareholders.

There are several types of preference shares, including:

Type of Preference ShareDescription
Cumulative Preference SharesGive the shareholder the right to receive any unpaid dividends in future years.
Non-Cumulative Preference SharesDo not give the shareholder the right to receive any unpaid dividends in future years.
Convertible Preference SharesCan be converted into ordinary shares at a pre-determined ratio.

Shareholder Rights

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Shareholders have certain rights, regardless of the type of share capital they hold. These include:

  • The right to receive dividends, if and when they are declared.
  • The right to vote at general meetings of the company.
  • The right to receive notice of general meetings and any resolutions proposed.
  • The right to receive a copy of the annual accounts and other statutory information.

It is important for shareholders to understand their rights and the type of share capital they hold, as this can affect their returns and level of influence within the company.

Conclusion

Understanding ordinary share capital is essential for both businesses and shareholders in the UK. By comprehending the different types of ordinary share capital and the rights they offer, shareholders can make informed decisions and play an active role in the company’s governance.

Share capital also impacts dividend payments, which can have a significant impact on a company’s financial statements. Therefore, being knowledgeable about share capital enables businesses to plan and manage their finances more effectively.

Overall, ordinary share capital is a critical aspect of UK businesses that should not be overlooked. Through a precise understanding of shareholder rights and dividend payments, companies can thrive while maintaining transparency and best practices. Consult a corporate lawyer who is familiar with the laws surrounding shares.

FAQ

Q: What is ordinary share capital?

A: Ordinary share capital refers to the total value of all the ordinary shares issued by a company. These shares represent the ownership stake in the company and provide certain rights to the shareholders, such as voting rights and the right to share in the profits.

Q: What are preference shares?

A: Preference shares are a type of shares that have certain preferential rights over ordinary shares. These rights may include a fixed dividend rate, priority in the payment of dividends, and preference in the distribution of assets in case of liquidation.

Q: What are the types of preference shares?

A: There are several types of preference shares, including cumulative preference shares, non-cumulative preference shares, participating preference shares, convertible preference shares, and redeemable preference shares. Each type of preference share has its own set of rights and characteristics.

Q: What is the meaning of ordinary share capital?

A: Ordinary share capital represents the ownership stake of ordinary shareholders in a company. It includes the total value of all ordinary shares issued by the company. Ordinary shareholders have voting rights and the right to share in the profits of the company.

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Q: What is a dividend?

A: A dividend is a distribution of profits to the shareholders of a company. It is usually paid in cash, although it can also be paid in the form of additional shares or other property. Dividends are typically paid out of the profits earned by the company.

Q: What are voting rights?

A: Voting rights are the rights of shareholders to vote on certain matters related to the company. These matters may include the election of directors, major corporate decisions, and changes to the company’s articles of association. The number of votes a shareholder has is usually proportional to the number of shares they own.

Q: What is a share issue?

A: A share issue refers to the process of offering and selling shares of a company to investors. It is a way for the company to raise capital and expand its ownership base. A share issue can be made through an initial public offering (IPO), private placement, or rights issue.

Q: What is the HMRC internal manual?

A: The HMRC internal manual is a guidance document created by the UK’s HM Revenue and Customs (HMRC) department. It provides detailed information and instructions on various tax-related topics, including the taxation of company shares and share capital.

Q: What is a share premium account?

A: A share premium account is a reserve account that represents the amount of money received by a company from issuing shares at a price higher than their nominal or par value. It is created to record the excess amount received and can be used for various purposes, such as writing off losses or issuing bonus shares.

Q: What happens to the shares of the company in case of liquidation?

A: In case of liquidation, the shares of the company may lose their value. The liquidation process involves selling off the assets of the company to pay off its creditors. If there are any remaining funds after the creditors are paid, they are distributed to the shareholders. However, the priority of payment is usually given to preference shareholders before ordinary shareholders.

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Disclaimer: This document has been prepared for informational purposes only and should not be construed as legal or financial advice. You should always seek independent professional advice and not rely on the content of this document as every individual circumstance is unique. Additionally, this document is not intended to prejudge the legal, financial or tax position of any person.

Disclaimer: This document has been prepared for informational purposes only and should not be construed as legal or financial advice. You should always seek independent professional advice and not rely on the content of this document as every individual circumstance is unique. Additionally, this document is not intended to prejudge the legal, financial or tax position of any person.

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Get the specialist support you need

Whether you require specialised knowledge for your business or personal affairs, Gaffney Zoppi can support you.