To increase the issued share capital, a company needs to file with the Registrar of Companies a shareholders’ resolution and the relevant return (Form H).

  • Allotment in cash: a bank deposit slip would also be required.
  • Allotment for other consideration other than cash: expert’s report. On this matter please  refer to the below information:
  • Kindly note that the consideration for the acquisition of shares in a company whether on the original subscription or a subsequent issue, may only consist of assets capable of economic assessment, and furthermore, future personal services and in general any undertakings to perform work or supply services may not be given by way of consideration.
    • Where, on original subscription, the shares are issued for a consideration other than in cash, the full consideration shall be transferred to the company within five years from the date the company is authorised to commence business.
    • Where shares are issued other than on original subscription for a consideration other than in cash, the full consideration shall be transferred within five years from the date of the decision to issue the shares.
    • A report on any consideration other than in cash shall be drawn up before the shares are issued, as the case may be, by one or more experts who are independent of the company and approved by the Registrar.
    • The expert’s report shall contain at least a description of each of the assets comprising the consideration as well as the methods of valuation which have been used and shall state whether the values arrived at by the application of these methods correspond at least to the number and nominal value, and, where applicable, to the premium on the shares to be issued for them.
    • The report shall be delivered to the Registrar for registration before the company is registered or before the shares are issued, as the case may be; and, in default, the Registrar shall accordingly refuse to register the company or the return of the allotments of the shares so issued, and, in the latter case, the issue shall be considered null and void.
    • Where an amount standing to the credit of any of a company’s reserve accounts or of its profit and loss account is applied in paying up to any extent any shares allotted to members of the company or any premiums on shares so allotted, the amount applied shall not be considered as consideration other than in cash for the purposes of this article.

Please note that the Registrar of Companies may not accept for registration any document or notice regarding a transfer of shares unless evidence is produced that the said transfer has been notified to the Commissioner of Inland Revenue. A receipt stamp is usually given by the Commissioner on the relevant document to be submitted to the Registrar as evidence of notification. The Form H must be accompanied by identification documents and bank reference.

If the return is not submitted on time every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.

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