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bearer shares - act now

15 February 2016

The Small Business, Enterprise and Employment Act 2015 (SBEEA) abolished bearer shares (the more common name for share warrants to bearer). These are a type of unregistered share where you prove ownership by physically holding the appropriate share warrant (rather than being entered into the register of members).

Bearer shares are relatively uncommon, but under the provisions of the SBEEA the holders of bearer shares only have until 26 February 2016 to voluntarily surrender them to the company for conversion into registered shares. Failure to do so could result in those shares being cancelled – as the company must apply to court for their cancellation within three months of this date. If the court is satisfied that the company has complied with its obligations to notify the holder of their right to surrender the bearer shares as set out in the legislation (and consequences for failing to do so) or the holder had actual notice by alternative means, then it will make a cancellation order. If the court is not satisfied, it will make a suspended cancellation order – giving the bearer share holder a further two months grace period to surrender their shares before the cancellation is effective.

As a court application may be costly, companies with bearer shares that are still outstanding should make final attempts to contact the holders prior to 26 February 2016 – and any bearer share holders should contact their company to surrender the shares prior to this deadline in order to avoid the risk of cancellation.

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Emma Grant

Emma Grant

Professional Development Lawyer

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