How Can I divide 100 issued shares among 3 shareholders?

**jimmyb** · 05-Feb-22, 12:01 AM

I have a company with 100 issued shares and 2 shareholders - A has 75 shares and B 25 shares. They want to bring in a new shareholder so that each has an equal 33.333% share. Can I issue 8 more shares so that A has 81 shares and B 27 shares for no consideration? A will still have 75% and B 25% and the value of their shares and voting rights will not be affected. Then A can sell 36 shares to C and 9 shares to B. Then each has 36 share = 33.333%.
Is this legal in terms of the Companies Act?
Are there any tax implications (other than the cgt on the sale of A's shares)?

**Andromeda** · 05-Feb-22, 08:09 AM

100 divide by 3 will never work.

How many shares are authorized?

If you need to increase the authorized share capital, you need to submit a special resolution and a CoR 15.2. Once that is done issue the required shares in terms of the Act.

(Transactions between members might also give rise to CGIT issues, so resist that temptation, unless it is correct to do so)

**jimmyb** · 06-Feb-22, 02:24 PM

Thank you
The authorised capital is R1000, so that is not an issue.
The issue is how to get the issued shares divisible by 3. My solution is to issue 8 of the authorised shares to the existing shareholders in the same proportion as their existing holdings. 108 is divisible by 3 so the each shareholder can have 34.
The question is whether I can issue these shares for no value since no shareholders will be prejudiced - A will still hold 75 shares and B 25 shares. Although the value of each share will be reduced due to the dilution, the value of their total holding will be the same. Is the company prejudiced?

**Andromeda** · 07-Feb-22, 08:23 AM

Hi jimmyb, then your solution is 100%. Just have resolutions from the shareholders and from the directors. I know they are the same fellows, but the Act does not know that.

Neither the company nor it's shareholders are prejudiced. The value of the shares is determined by the directors and may not be challenged, unless there are clear shenanigans.