Every tax relief that matters to a founder is built on the share record. SEIS and EIS certificates, EMI option grants, Business Asset Disposal Relief and the due diligence on a sale all rest on who holds what, issued when, on which rights, and whether the public record at Companies House says the same thing as the company's own register. When those records disagree, or filings are missing or wrong, the reliefs stall and the transaction stalls with them.

We design and optimise your equity: share buy-backs, reorganisations, group structures and share class reviews, each one checked against the tax reliefs it touches. And we optimise equity records and advise whre records and reporting have gone wrong: unfiled allotments brought up-to-date, defective filings corrected, registers of members reconstructed, advance subscription agreements converted into actual shares. This is not company secretarial admin. It is equity integrity, and it gates everything else.

What we do

Share Equity Optimisation

The register comes first. The register of members is the legal record of who holds ownership in the company. HMRC relies on the statutory records for evidence of beneficial ownership. Until the register is correct, no filing will be right, so any review starts there: checking the register from the board minutes, subscription agreements and bank evidence that show what actually happened.

An incorrect or erroneous Companies House filing. Where an SH01 return of allotment was filed with the wrong details, the fix is an RP04 second filing under s.1095 Companies Act 2006. The corrected version sits on the public register alongside the original, which is not removed, and it must reconcile to the board minute, the subscription agreement, the consideration actually received and the statement of capital. A corrected filing that contradicts the company's own contemporaneous records simply creates the next problem.

A missing Companies House filing. Where an allotment was never filed at all, the route is a late SH01, not an RP04. The deadline is one month from allotment and late filing is technically an offence, but Companies House accepts late filings in practice and a complete record beats a tidy-looking one. Where the underlying authority to allot is also in doubt, that has to be addressed too, sometimes with a retrospective shareholder resolution, because a filing cannot cure an allotment that was never validly made.

The orphan share. A pattern we see constantly: a company incorporated with one £1 share, later allotments made at a tiny nominal value to build a granular cap table, and the original £1 share never sub-divided or reduced onto the new basis. The statements of capital then quietly drop it from the totals, so every subsequent filing understates the true issued capital. An RP04 does not fix this, because the omission is a symptom. The orphan share is cured by sub-division or a capital reduction first, and only then is the public record corrected.

When the court is needed. Most repairs are administrative. Court rectification is reserved for the harder cases: where membership or share entitlement is actually contested, or where the company must prove that material on the register was not validly delivered. We will tell you early which side of that line you are on.

Informing HMRC. Where a SEIS or EIS compliance statement or an EMI notification was filed before the record was corrected, filing the correction and hoping HMRC notices is not enough. The corrected position goes to the relevant HMRC team with a covering explanation and the evidence pack behind it. That letter is part of the job, not an extra.

Buy-backs and reorganisations

A company buying back its own shares is, by default, paying a dividend, taxed at dividend rates of up to 39.35 per cent. Section 1033 CTA 2010 converts that into a capital disposal where the conditions are met: an unquoted trading company, a buy-back done for the benefit of the trade rather than tax extraction, a UK resident seller who has held the shares for five years, a substantial reduction in the seller's interest, and no continuing connection with the company afterwards.

Capital treatment means CGT at 24 per cent, or 18 per cent where Business Asset Disposal Relief applies. On a £500,000 buy-back the difference between the dividend route and the capital route with BADR can exceed £100,000.

Two practical points decide most buy-backs:

1. HMRC offers an advance clearance procedure with a 30-day response, and we treat it as standard for any meaningful buy-back.
2. Many owner-managed companies cannot fund a full buy-back from one year's reserves, so the price is paid in tranches under a multiple completion contract: ownership passes on day one, the seller gives up dividends and votes, and the payments follow over the agreed period while capital treatment is preserved. This requires careful management.

Whether the capital route is available at exit is usually decided years earlier, in the shareholders' agreement and Articles. Documents that do not name the company as a permitted buyer, route pre-emption only between shareholders, prohibit buy-backs in the Articles, or lock shareholders in for periods that break the five-year ownership clock will quietly close the door long before anyone needs it.

We review and draft with the exit in mind, which is also why this work connects to succession-planning: a buy-back is one of the main routes for a retiring shareholder to leave at capital rates.

One more check that gets missed. Where SEIS or EIS investors are on the register, a buy-back during the investors' three-year qualifying period can claw back their relief under the receipt of value rules. We check both sides before any shares move.

Case study

Startup whose paperwork was blocking its SEIS round
A founder came to us with investors committed and a round stalled. Over three years of growth the company had made roughly nine share allotments that were never filed at Companies House, and three more filings that were defective. The public statement of capital bore little relation to who actually owned the company, and the SEIS position could not be confirmed against a record in that state.

We reconstructed each allotment from the board minutes, subscription agreements and bank evidence, rebuilt the register of members as the single source of truth, filed the missing returns out of time, corrected the defective ones by RP04 second filing, and put the explanation and evidence pack in front of HMRC. The public record, the register and the company's story finally agreed with each other, and the SEIS round completed.

In a separate engagement, we converted fifteen outstanding advance subscription agreements into shares in one sequenced exercise, resolving side letters and a deed of variation along the way. Fifteen investors who had paid for shares finally held them, with the filings to prove it.

How we can work together

1. Diagnosis. We compare the register of members, the Companies House filing history and the underlying documents (board minutes, subscription agreements, bank records), then list every discrepancy with its consequence: which relief, certificate or transaction each one blocks.
2. The repair plan. A fixed-fee scope before anything is filed: which corrections go by second filing, which need a late filing, which need a statutory mechanism such as a sub-division or reduction, and whether anything needs a court. For deliberate restructuring (a buy-back or a reorganisation), this is where the route and the clearances are designed.
3. Execution. Resolutions, registers, filings and contracts in the right order. Order matters: the register before the filings, the record corrected before the compliance statement that relies on it.
4. HMRC and handover. The explanatory letter and evidence pack to HMRC where filings preceded the correction, clearance applications where the transaction calls for them, and a closing pack so your accountant and lawyer hold a clean, reconciled record going forward.

FAQ