Share capital mismatches
I can see a share capital mismatch, why is this showing? Kudocs is able to compare share capital information stored in Kudocs with the data stored at Companies House. This includes share class names, nominal values and number of shares. When there is a difference (e.g. there are more shares in Companies House data than Kudocs) there is a mismatch. This feature is only available for portfolio customers.
Some examples:
1) different number of shares and nominal value (probably because there has been a subdivision filed at Companies House, but not updated in Kudocs).
2) different number of shares in different classes (perhaps because there has been a redesignation filed at Companies House, but not updated in Kudocs).
3) different share classes and share class name (perhaps because a new share class has been created and shares redesignated).
How can there be a share capital mismatch between Kudocs and Companies House? A company’s share capital is – in broad terms – the high level, total information about shares in a company (i.e. how many shares there are in each class). This information comes from the individual shareholders (ie which shareholders own what shares).
– Kudocs is a shareholder based system which means that shares need to held by shareholders and that information generates the share capital. The two sets of information (shareholdings and share capital) are intrinsically connected.
– Companies House works differently: it is provided with information about shareholdings in the confirmation statement (once a year, minimum), but it is separately provided with information about share capital (whenever there is a share capital change) – the two sets of information are not connected. Therefore Companies House can have shareholding data which shows that (eg) a company has 2 shareholders with 10 Ordinary shares each, but share capital data which shows that the company has 3 share classes and 1,000,000 shares in total. This is because since the last confirmation statement the company has made changes to its shareholdings and share capital, but the company is only required to tell Companies House about the changes at the share capital level, not the shareholder level.
When a company does not record shareholder changes in Kudocs, but files share capital changes directly at Companies House, then there is likely to be a mismatch in the share capital data.
How do I ‘fix’ a share capital mismatch in Kudocs? It depends on what the cause of the mismatch is.
a) If the correct information is showing in the Companies House data, but not in Kudocs, then usually you would just need to record the transactions in Kudocs to bring the information in Kudocs up to date (but remember not to file anything at Companies House as that has already been done!).
b) If the correct information is showing in Kudocs, but not in Companies House, then usually you would just need to file the necessary documents to update Companies House.
Why can I not accept Companies House data to update Kudocs automatically? This is because the share capital information that Companies House has may not contain any information about what shares each shareholder has. As Kudocs is a shareholder based system, it cannot use just share capital information to update its information. Kudocs needs to know about the shares owned by the shareholders in order to update its information.
e.g.
- A company has 2 shareholders with 10 Ordinary shares each. They are both listed in Kudocs in the shareholder register.
- The company creates 2 new share classes, issues new shares in those classes and in the Ordinary class, so that there are 1,000,000 shares in total.
- Information about changes to that share capital are filed at Companies House (e.g. new articles, SH01, etc). Companies House share capital therefore shows 3 share classes and 1,000,000 shares. That share capital information does not contain any information about who and how the shares are owned. Are the shared by the 2 current shareholders, are there new shareholder and if so, how many shares does each shareholder own, etc?…
- The changes have not been recorded in Kudocs.
- Based on the share capital information at Companies House alone, Kudocs cannot update the shareholder information: the Companies House data does not contain enough detail to update Kudocs.
Can I use the latest confirmation statement data from Companies House to update shareholder information in Kudocs? Not currently, but this is something we are looking into.