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Time is running out for holders of bearer shares

Bearer shares are unregistered shares and proof of ownership is the possession of the relevant share warrant.

The Small Business, Enterprise and Employment Act 2015 (SBEEA 15), set out the timescale for the conversion of bearer shares into registered shares and from 26 December 2015, rights that were attached to the bearer shares were automatically suspended.

These include:

  • The right to attend and vote at members' meetings and on members' written resolutions
  • The right to transfer any bearer shares
  • The right to receive dividends or any other distributions

The deadline for a bearer shareholder to get their rights back ends on 26 February 2016. A bearer shareholder has to simply voluntarily surrender their bearer share warrant(s) to the company.

In return the company must:

  • record the conversion of the bearer shares into registered shares
  • issue a share certificate(s)
  • pay all dividends and distributions that would have been paid had they not been suspended with any interest that accrued.

Under SBEEA 15, after 26 February, if a bearer shareholder has failed to surrender their bearer share warrants the company must make an application to the court for an order to cancel the bearer shares.

It is a win-win if companies persevere to get in contact with bearer shareholders who have still not surrendered their bearer shares. These individuals will get their share rights back and the company will not have to foot the bill for court applications.

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