Recording Authorized Amendments in GEMS
Authorized Capital Amendments in GEMS may be recorded either via the Dedicated Shareholder/Stockholder Screen within the View More Details menu or via the Dedicated Panel on the Snapshot
Recording Authorized Capital Amendments via the Dedicated Screen in the View More Details menu.
Authorized capital amendments may be recorded via the dedicated Authorized Summary screen. This can be accessed by selecting the View More Details button on the Snapshot.
Then select the Authorized Summary screen.
The required transaction type can then be specified and a New Authorized Amendment selected to begin recording the Amendment details.
Recording Amendments via the Dedicated Panel on the Snapshot.
Authorized Capital Amendments may be recorded via the dedicated Capital Panel on the Snapshot. This can be accessed by selecting the Actions button on the Snapshot panel.
Then select New and the relevant transaction type to begin recording the Amendment details.
Increasing Authorized Share Capital
To increase the Authorized share capital in a Company/Business entity, choose to add a new amendment via either the dedicated screen or Snapshot panel on the entity the authorized share capital is to be increased for.
Select the Amendment type from the drop-down menu.
Relevant transaction types include – Balance and Increase
In this example, an Increase will be used.
Please note: Balance transactions are typically used to indicate a Company’s initial Authorized balance upon formation.
Please note: Balance transactions are also sometimes used when “Drawing a line in the sand” for companies with a long history and a decision has been made to record the “Balance” as at a certain date, in effect acting as the initial balance in GEMS, though this may not be the balance upon formation.
Complete the details on the new amendment screen. Some of the key details are:
Security
Increase Date
Number
Click the Save button to create the Authorized Amendment.
Decreasing Authorized Capital
To decrease the Authorized capital in a Company/Business entity, choose to add a new amendment via either the dedicated screen or Snapshot panel on the entity the authorized share capital is to be decreased for.
Select the Amendment type from the drop-down menu.
Relevant transaction types include – Decrease and Redemption
In this example, a Decrease will be used.
Complete the details on the new amendment screen. Some of the key details are:
Security
Decrease Date
Number
Click the Save button to create the Authorized Amendment.
Exchanging one Security for another
To record a change in the details of a Security in GEMS choose to add a new Authorized Amendment via either the dedicated Authorized Summary screen or Snapshot panel on the entity the security is to be exchanged for.
Please note: The steps outlined here are used to record an alteration in the details of a security and to effectively swap one authorized security for another. If the details of an existing security simply need to be changed e.g. a mistake needs to be corrected or more data is to be captured on a security this can be done by simply editing a security.
Select the Amendment type from the drop-down menu.
Relevant transaction types include – Conversion, Consolidation, Convert Debt to Equity, Convert Equity to Debt, Redenomination, Renominalisation, Subdivision
Please note: The options presented will depend on the Jurisdictional business rules being applied to the entity.
Converting Authorized Capital
Exchanging one capital for another.
In this example, a Conversion will be used.
Complete the details on the new security transaction screen. Some of the key details are:
Convert From
Security
Number
Convert To
Security
Number
Date of Security
Click the Save button to create the security transaction and dispose of the share.
Opting in or Out of Authorized Limits
Certain entities are not limited by the idea of authorized capital, these entities in GEMS are denoted by having an Unlimted Security.
Where a company has changed from having an authorized capital and now has an unlimited share class (or Vice Versa) this amendment can be recorded in GEMS via either the dedicated screen or Snapshot panel on the entity the authorized share capital is to be opted in or out for.
Select the Amendment type from the drop-down menu.
Relevant transaction types include – Opt in to Authorized Limit and Opt-out of Authorized Limit
In this example, Opt out of Authorized Limited will be used.
Please note: The option to opt in or out of an authorized limit will only be dependent on the jurisdictional business rules applied to the entity.
Complete the details on the new amendment screen. Some of the key details are:
Security
Opt-Out Date
Click the Save button to create the Authorized Amendment.
Please note: For an Opt-In transaction, the share class being opted in must be unlimited i.e. it is not possible to opt in a limited share class.
Please note: For an Opt Out transaction, the share class being opted in must be limited i.e. it is not possible to opt out of an unlimited share class.
Editing Existing Authorized Amendments
From time to time it may be necessary to edit an amendment that has already been recorded in GEMS, this may be the result of an error that needs correcting or perhaps because further information now needs to be recorded.
Editing Existing Authorized Capital Amendments via the Dedicated Screen.
Authorized capital amendments may be edited via the dedicated Authorized Summary screen. This can be accessed by selecting the View More Details button on the Snapshot.
Then select the Authorized Summary screen.
The required Amendment can then be accessed by clicking the Amendments option to the right of the relevant Security.
The relevant Amendment may then be edited by selecting the Edit icon.
Editing Amendments via the Dedicated Panel on the Snapshot.
Authorized Capital Amendments may be edited via the dedicated Capital Panel on the Snapshot. This can be accessed by selecting the Yellow folder icon on the Snapshot panel.
Then select the elipsis icon for the relevant amendment and Edit option.
Creating a new Security in GEMS
Creating a new Security in GEMS is possible from several places in GEMS and can be done either via the Dedicated Security Screen within the View More Details menu or during the addition of a new Security Amendment or Share Transaction in GEMS.
Creating a Security via the Dedicated Security Screen in the View More Details menu.
New Securities can be created via the dedicated Shareholder/Stockholder Summary screen. This can be accessed by selecting the View More Details button on the Snapshot.
Then select the Security screen.
Whether the Security relates to Equity or Debt can be specified and the New Company Security can be selected
Creating a Security when adding a new Security Amendment or Security Transaction
New Securities can be created when adding a New Security Amendment or Share Transaction.
To create a new Security simply select the “Security Lookup List” icon within the Security Amendment or Transaction record.
Then specify whether the Security relates to Equity or Debt can be specified and then New Company Security can be selected,
Entering Details of Security
Once the New Security screen has been opened either via the Security screen or via an Amendment or Transaction record, the details on the new security can then be entered.
Some of the key details are:
Long Security Description
Currency
Has Nominal/Par Value?
Nominal Value
Voting
# of Votes
Prescribed Particulars
Next Certificate Number
Please note: The details presented will depend on the Jurisdictional business rules being applied to the entity.
Click the Save button to create the new Security.
Unlimited Security Classes
On the Security record, there is a checkbox called ‘Unlimited’.
This checkbox is used to mark security classes as unlimited, meaning that there is no limit on the number of shares that can be issued for that share class.
Please note: If a company has been incorporated in the UK jurisdiction, and was incorporated on or after 1 October 2009, the checkbox is selected by default.
Please note: If a company has been incorporated in the UK jurisdiction, and was incorporated before 1 October 2009, the unlimited checkbox on the security screen is unchecked by default.
Please note: For UK companies, if there is no date of incorporation entered, the current system date is used and the above rules are applied