What exactly are prescribed particulars?

If you have formed a company, you have probably seen the phrase "prescribed particulars" on a Companies House form. It sounds technical, but the idea is simple. This guide explains what they are and why they matter.

The short definition

Prescribed particulars are the details of the rights attached to a class of shares. Companies House requires them as part of the statement of capital, which is the summary of a company's shares.

For each class of share, they set out:

• voting rights – whether holders can vote, and how many votes they get
• dividend rights – whether and how holders share in profits paid out
• capital rights – what holders receive if the company is wound up and its assets distributed
• redemption – whether the shares can be bought back or redeemed by the company, and on what terms

Where you see them

You give prescribed particulars:

• at incorporation, in the statement of capital filed with the application to register the company
• when you issue new shares, on form SH01, which must be filed within one month of the allotment
• in other filings that include a statement of capital, such as changes to share capital

A simple example

Most small companies have one class of ordinary shares. Typical prescribed particulars would say something like: each share carries one vote; each share ranks equally for dividends; each share ranks equally in any distribution of capital on winding up; the shares are not redeemable.

When there is more than one share class

Companies often create different classes to give people different rights. For example:

• A and B ordinary shares, so dividends can be paid to one class and not the other
• non-voting shares for family members or employees
• preference shares for investors, who get paid before ordinary shareholders
• redeemable shares that the company can buy back later

Each class needs its own prescribed particulars, and they must match the rights in your articles of association. If the two disagree, that causes confusion and potential disputes. Dividend arrangements between share classes can also have tax consequences, so speak to an accountant before you set them up.

Prescribed particulars and the articles of association

The articles are the full legal rules; the prescribed particulars are a summary for the public record. If you want a new share class with special rights, you usually need to change the articles first by special resolution, then file the updated articles and, when shares are issued, the SH01 with new prescribed particulars.

Common mistakes

• Copying wording that does not match the articles. The summary must reflect the real rights.
• Leaving the field vague, for example "standard rights". Describe each right clearly.
• Forgetting to update after creating new classes or changing rights.
• Issuing shares without filing SH01 within one month.

Do I need to worry about this?

If you have a single class of ordinary shares and one or two shareholders, standard wording is usually fine and a formation agent will fill it in for you. It becomes important when you bring in investors, split dividends between family members, or plan to sell the business – anyone doing due diligence will compare the prescribed particulars with your articles.

How Form My Company can help

All our formation packages, from the Digital Package at £290, include a correct statement of capital and prescribed particulars for standard ordinary shares. Want different share classes? We prepare the paperwork through our Share Issue or Transfer service and help with changes to your articles. For complex investor rights we will tell you when you need a solicitor.

Frequently asked questions