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Limited companies are a separate legal entity to their owners, but they do still need an owner of some sort. These owners are called shareholders, because they hold a ‘share’ of the business.
Most small companies start out with one or two shareholders, who are usually also the company directors. Directors have a different role to shareholders, but it’s possible to be both at the same time – but why would anyone want to be a shareholder? In this article, we’ll look at what shares are, who can own them, and what that means for tax.
At the most basic level a share in a company is, as the name suggests, a share of the ownership. This means that the value of a business (the ‘equity’) is divided between the shareholders.
Owning shares makes you a shareholder and, depending on the type of share you own, this might mean you receive a share of a company’s profits (by receiving a dividend payment) or have some control over the company.
Dividends are payments made from a company’s profits so, if the business is doing well and making lots of profit, being a shareholder can be another way to earn income. Shareholders can also sell their shares to someone else and earn money that way.
If you own 100% of the shares then you are the sole shareholder, you own the entire company yourself, and you’ll receive 100% of the dividends. If you own 70% of the shares and another shareholder owns 30%, then you’ll receive 70% of the dividends, and so on.
Being a majority shareholder, where you own 51% of the shares or more , also means you have more power over what happens with the business. Their ongoing value means that shares are usually treated as an asset, for example:
Not always! Companies can issue different classes and types of shares which can affect what the shareholder is entitled to.
Ordinary Shares | These are the most common, usually giving the shareholder some control over the company and a cut of the profits according to how many shares they own. |
Preference Shares | They essentially entitle the shareholder to preferential treatment, and they’ll get paid before other share types. |
Cumulative preference shares | Cumulative preference shareholders have the right to receive a dividend the following year if there’s no profit in the current year. |
Redeemable shares | The company can buy these back at a later date, either at a fixed point or when the company chooses. |
Then, just to make sure things are confusing, companies can also create different classes of shares. You might hear these called alphabet shares because of how companies tend to show them in their records.
So, when you look at shares it’s a good idea to make sure you understand what your particular shares entitle you to. You can find information about what different types of shareholders are entitled to in the company’s memorandum and articles of association, and often in a shareholders’ agreement.
Shareholders tend to be people, but in the UK, a limited company can also own shares in any other company. Other types of business structure, such as general partnerships, can also own shares in a limited company.
This isn’t that unusual, and owners with multiple businesses will sometimes create a limited company to act as a holding company which owns the shares in all their different ventures, and then they’ll own the main parent company. Other reasons might include:
Businesses owning shares in other businesses can get very complicated, especially when it comes to accounting and tax. Always take advice!
If you own shares then you might receive dividend payments from the company, or you might sell the shares and get paid that way. Sadly, there’s rarely any escape from paying tax, and the income you might get from either of these is no different!
Individuals who receive dividends normally need to pay dividend tax. This is a different rate to income tax, and the rate you pay depends on which tax bracket your income is in. There’s also a dividend allowance so the first £500 of dividends you receive is tax free. Use our online dividend tax calculator to see what this means for you.
There’s no limit on how often a company can issue dividends, or how much they are, as long as there’s enough left for the business to operate normally.
Because dividends are a share of the profits, the total amount is divided by how many shares there are, and then multiplied by how many of those shares the shareholder owns.
Again, keep an eye on the shareholder agreement or the company’s articles of association here. If the company creates different share classes, it might pay dividends at different rates depending on what type you own, so your cut of the profits might be different to someone else’s!
If you sell shares for more than you paid for them, you’ve made a profit or, in HMRC-speak, a ‘gain’. Depending on how much of a gain you make, you might have to pay Capital Gains Tax.
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