Simplify share movements, keep your cap table correct and reduce Companies House discrepancies.
We’ve recently developed new share movement features that allow you to easily execute and record share issuances, stock transfers, buybacks, and share class conversions on Vestd.
Executing share movements on Vestd keeps your cap table correct, automatically updates Companies House and reduces unnecessary paperwork – and it’s much quicker and easier than going through lawyers or accountants.
In the past, many of our customers would complete share movements off-platform, which leads to an inaccurate cap table and can cause problems when setting up a new share scheme or granting options.
Off-platform activity also requires us to freeze the account while our Customer Success team updates the platform with the recent share movements. This of course can be annoying for customers.
So if you need to update your company's share capital one way or another, use the links below for guidance on the share movement you need to complete.
Issue ordinary shares
This is one of the biggest misconceptions about Vestd – but one of the simplest things to do on Vestd!
From your homepage, go to Issue shares > Distribute ordinary shares… to start the process.
In four simple steps the platform will ask you to:
- Enter the shareholder’s details
- Enter the number of shares to be issued and price paid
- Invite the recipient to accept the shares, or issue immediately
- Sign and issue the new share certificate
Once you have sent the invite, the recipient will be emailed to join the platform (if they haven’t joined already).
You’ll then be notified when they have accepted their shares and prompted to sign the new share certificate. Both your cap table and Companies House will be automatically updated.
Execute and record stock transfers
From the side navigation, go to Share capital > Stock transfers to create a new or record a previous off-platform stock transfer.
Then simply select:
- The share class and shareholder the transfer is coming from
- The recipient of the transfer
- The number of shares
- The cash consideration for the transfer (if over £1,000, proof of Stamp Duty payment will need to be uploaded to the platform)
Stamp duty is calculated at 0.5% of the value of the stock transfer and then rounded up to the nearest £5.
From here, select whether you need to generate new or upload signed resolutions, and whether a share purchase agreement and stock transfer form are also required.
You may need to confirm your governance settings before proceeding.
Once you’re happy everything is correct, click Generate the stock transfer. Then take one last look over the details and click Start stock transfer to send out the required resolutions/documents for signing.
You’ll be automatically updated once the documents have been signed and the transfer is complete, then prompted to sign the new share certificate.
Complete share buybacks and cancellations
Companies can either buy back shares to treasury or to a deferred share class (effectively cancelled).
From the side navigation, go to Share capital > Buyback shares and select whether the shares will be going to treasury or cancelled.
Again, it’s just as simple to complete the buyback. All you need to do is enter the details of the buyback, and whether you need to generate new or upload signed resolutions, along with a share purchase agreement and SH03 and SH06.
Click Save and double-check the details before clicking Start buyback. This will send out the required resolutions and documents for signing, and automatically update Companies House with the paperwork (if required).
Once the resolutions have passed, you’ll be promoted to confirm the transaction date which will then complete the buyback. Again your cap table will be updated automatically.
Convert a share class
Share class conversions are a little more complicated due to the fact they can positively or negatively impact shareholders, but the platform will guide you through the process.
From the side navigation, go to Share capital > Share class conversions and Create new… to begin.
You will be asked to confirm your governance settings as the shareholders’ resolution must receive votes from those whose share class is being converted. Because pass percentages vary between companies, we have set the shareholders’ resolution to a manual pass – meaning you will need to confirm the resolution once the signatures are in. Any must-sign signatories will also need to be selected here.
After this housekeeping is done, the rest is very straightforward. Select the shareholder whose shares are moving and from which share class, then the number of shares moving to the other share class.
Select whether any resolutions need to be generated or upload the signed resolutions, and the same for Companies House Paperwork.
An SH08 is always needed, but an SH10 is only needed if the rights of the converted shares have changed.
Click Next to save the information, then double-check everything is correct on the following page before clicking Start conversion.
All the relevant resolutions will be sent for signing (you’ll be prompted when you need to manually pass the shareholders’ resolution) and the required paperwork will be automatically filed with Companies House.
As you can see, it really is that simple to complete all types of share movements. But not only that, your cap table is automatically updated, and so is Companies House when required.
On a final note, it’s worth mentioning that some of our customers are hesitant to record share movements for fear of sending the wrong information to Companies House.
We have designed each share movement workflow with cautionary steps so you won’t accidentally submit anything and always have the chance to review and edit the information.
Don’t forget to bookmark this FAQ for future reference!
Our team, content and app can help you make informed decisions. However, any guidance and support should not be considered as 'legal or financial advice'.