Share capital restructuring

Work covered by the assignment

We map the existing share classes, rights and capital figures against the proposed outcome. The engagement coordinates the approval sequence, supporting calculations and consequential record changes for the agreed route.

1. Describe the intended economic outcome and establish the opening capital position.
2. Identify the proposed route, affected rights and dependencies requiring assessment.
3. Prepare the agreed calculation and decision pack.
4. Coordinate execution and reconcile the resulting registers, certificates or depository records and filings.

Keep the proposed structure separate from the actual completed position until the relevant steps are evidenced.

Records that establish the starting position

• Capital structure and articles
• shareholder agreements
• proposed rights or ratio changes
• financial information
• prior allotment records
• lender restrictions.

Prepare an opening-to-proposed schedule by share class, showing quantities, face values and rights affected. Identify outstanding options or convertible instruments separately. Record assumptions behind the calculations and any inconsistency with prior filings before using the schedule in approval papers.

A practical point to resolve

A share split, capital increase and reduction are different transactions. A request to “adjust the cap table” needs to identify which economic and legal outcome is intended.

For example, a proposed split changes the number and denomination of shares. The working schedule should show how each holder’s position moves from the opening to the proposed figures and flag any instrument terms requiring separate assessment. A spreadsheet change alone does not record the corporate action.

Boundaries and engagement terms

Valuation, tribunal processes, tax implications and complex class-rights advice may require specialist work beyond routine filings.

We confirm the covered event or financial period, deliverables, professional involvement and fees in writing. The enquiry should identify any approaching date and outstanding prior work.

The completion pack includes the agreed calculations, executed decisions, submission references and the reconciled closing record. Uncompleted depository, certificate or registry actions remain on the handover list. If the event also involves new investment or a sale, coordinate the separate allotment and transfer work.