Sub-division and consolidation of shares

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Sub-division and consolidation of shares
  • Sub-division and consolidation
  • The meaning of sub-division
  • The meaning of consolidation
  • Sub-division, consolidation and division used together
  • Sub-division as a way of creating a new class of shares
  • Initial considerations when a sub-division or consolidation is proposed
  • Consents
  • Class rights
  • Rights of minority shareholders
  • More...

Sub-division and consolidation of shares

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been temporarily suspended or changed. For further details of the impact of COVID-19, see Practice Note: Coronavirus (COVID–19)—impact on company filing and administrative procedures.

There are a variety of ways in which a company's share capital may be altered in accordance with the provisions of the Companies Act 2006 (CA 2006).

Sub-division and consolidation

It is possible to sub-divide or consolidate all or any of the shares of a limited company pursuant to CA 2006, s 618.

An alternative method of sub-dividing and consolidating shares is by scheme of arrangement approved by the court under CA 2006, Pt 26. This is a process generally used to restructure a company in an insolvency situation or to facilitate mergers and takeovers. For further information on schemes of arrangement, see Practice Note: Schemes of arrangement—nature and key statutory requirements.

The meaning of sub-division

Sub-division of shares is a process by which a company limited by shares changes the structure of its share capital by increasing the number of shares it has in issue and decreasing the nominal value of each share. On a sub-division, the total nominal value of the company's issued share capital remains unchanged.

If a company with 1,000 shares of £1 each sub-divided on a 1:10 ratio, this would increase the

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