Shares and Shareholders

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What is a shareholder?

A shareholder refers to an individual or corporation that owns ‘shares’ in a company. As a shareholder, you own part of a company in relation to the proportion of shares you hold. A company can have just one shareholder or many shareholders. Each one is entitled to receive a portion of profits in relation to the number and value of their shares.

Shareholders can be referred to as ‘members’. The first members in a company – the people who set register the business and agree to become members – are also known as ‘subscribers’ because they subscribe their names to the memorandum of association during the company formation process.

Can anyone be a shareholder?

Yes, any person or corporate body (company, firm, organisation etc.) can be a shareholder.

What is the minimum number of shareholders required to register a limited company?

The Zimbabwean law requires at least one shareholder to register a private company limited by shares. However, there is no maximum number of shareholders a company can have.

Is a shareholder the same as a director?

No. A shareholders are owners of a company through the purchase or acquisition of shares; a director is a worker of the company and is appointed by shareholders to manage the day to day operations of a company.

However, a shareholder can also be a director. This is very common in start-ups, small to medium enterprises and family owned businesses.

What does a shareholder do?

Shareholders own shares in a company. The ‘nominal’ value of their shares is the amount they are liable to pay toward business debts.

Shareholders receive a portion of company profits in relation to the number and value of their shares.

They are not responsible for the day-to-day activities of the business, unless they are also directors. Company owners will only make decisions about significant matters such as changing the name of the business, appointing or removing directors, changing directors’ powers and altering the articles of association.


What are shares?

A share is a piece of a company limited by shares. Each piece represents a certain percentage of the company. Anyone who owns shares in a limited company is called a ‘shareholder’ or ‘member’.

The number of shares held by each member determines how much of the company they own and control. They normally receive a percentage of trading profits that correlates with their percentage of ownership.

Here are some really simple examples of popular share structures:

  • One issued share = 100% ownership of the company.
  • Two of equal value = 50% ownership per share.
  • 10 of equal value = 10% ownership per share.
  • 100 of equal value = 1% ownership per share

How many shares can a company issue?

The minimum quantity of shares that a company can issue is one. This is common when someone is setting up a limited company as the sole owner and director. There is no upper limit, so you can issue as many shares as you like during the incorporation process of after your company has been set up.

Can I issue different types of shares?

You can create and issue any type you like, whether that is during or after company incorporation. Most companies issue ‘Ordinary’ shares of equal value, which provide members with equal voting rights and equal profit rights. Alternatively, companies can issue multiple types (‘classes’) and values of shares to provide members with different voting and profit rights.

How much is a share worth?

Shares have a nominal value and a market value:

  • The nominal value, which is usually £1, is the sum that a member has paid, or agreed to pay, for their portion of the company. This is the sum the member is legally required to pay toward company debts or contribute when the business is wound up. Therefore, the nominal value represents the ‘limited liability’ of a company’s owners.
  • The market value of a share is the amount it is worth when it is sold. This will vary from the nominal value.

The difference between the nominal value and market value is known as the share ‘premium’.

How do I register a limited company with multiple share classes?

Our sister website, Quality Company Formations, provide a specialist Multiple Share Class Package for anyone who wishes to set up a limited company with multiple share classes.

This package will also allow you to upload bespoke articles of association, as opposed to adopting Model articles from Companies House.

Incorporation with Companies House will typically take around 3 to 6 working hours (subject to Companies House workload), and your new company will be ready to trade on the same day.

See also…

Numeri t/a Zimbabwe Companies Registry provide a Transfer of Shares Service at a cost of $49.99, and also an Issue of Shares Service at a cost of $59.99.

Both services are delivered by our in-house Company Secretarial Team. please call 020 3984 5387 for more information.

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