Statement of capital

Statement of capital is a summary of a limited company’s share capital. The statement includes:

  • The total number of shares of the company
  • The aggregate nominal value of the shares

If the company has more than one class of shares, the details of each class of share must be provided in the following manner:

  • Prescribed particulars of the rights attached to the shares
  • Total number of share for each class of share
  • The aggregate nominal value of for each class of share
  • The amount paid up and unpaid on each class of share

You will complete your statement of capital when you first incorporating your company. Subsequent shares allotment must also be registered with Companies House.

Share capital forms

Use the share capital forms to notify Companies House of any changes to your company’s share capital. The form reference and purpose are listed below for your reference.

Form referencePurpose
SH01 Allotment of shares
SH02
Notice of consolidation, sub division of shares or re-conversionof stock into shares or redemption of redeemable shares
SH03Notify a purchase of own shares
SH04Notify a sale or transfer of treasury shares
SH05Notify a cancellation of treasury shares
SH06
Notify a cancellation of shares
SH07Notify a cancellation of shares: public company
SH08Notify a name or other designation of class of shares
SH09Allotting a new class of shares by an unlimited company
SH10Give notice of particulars of variation of rights attached to shares
SH11Give notice of a new class of members
SH12Give notice of particulars of variation of class rights
SH13Give notice of name or other designation of class of members
SH14 Redenomination of shares
SH15 Reduction of capital as a result of the redenomination
SH16Give notice of application to court to cancel special resolution
SH17Give notice by the company of application to cancel special resolution
SH19Statement of capital when reducing capital in a company
SH19Statement of capital when re-registering from unlimited to limited
SH50Apply for trading certificate for a public company
980(1)Notice of takeover offer to non-assenting shareholders
980decGive notice of declaration to non-assenting shareholders
984Give notice of a takeover to non-assenting shareholders

The confirmation statement

Ensure your share capital information is accurately presented in your Confirmation statement before filing it with Companies House.

How to file share forms and confirmation statement

You may file your share capital forms and confirmation statement with Companies House using the web filing service or on a printed paper form by post. You would require your company’s authentication code if you are to submit your forms online.

Update share capital

Update share capital must be registered with Companies House by submitting appropriate Companies House forms.

It is common for a limited company registered in the United Kingdom to change its share capital structure to suit its business needs and shareholders requirements.

The changes in your share capital must also be included in your confirmation statement.

Below are the list of Companies House forms to update your company’s share capital.

Form reference Purpose of the form
SH01Return of allotment of shares
SH02Consolidate, sub-divide, redeem shares or re-convert stock into shares
SH03Notify a purchase of own shares
SH04Notify a sale or transfer of treasury shares
SH05Notify a cancellation treasury shares
SH06Notify a cancellation of shares
SH07Notify a cancellation of shares: Public company
SH08Notify a name or other designation of class of shares
SH09Allotting a new class of shares by an unlimited company
SH10Give notice of particulars of variation of rights attached to shares
SH11Give notice of a new class of members
SH12Give notice of particulars of variation of class rights
SH13Give notice of name or other designation of class of members
SH14Notify a redenomination of shares
SH15Notify a reduction of capital following redenomination
SH16Give notice of application to court to cancel special resolution
SH17Give notice by the company of application to cancel special resolution
SH19Statement of capital when reducing capital in a company
SH19Statement of capital when re-registering from unlimited to limited
SH50Apply for a trading certificate for a public company
980(1)Notice of takeover offer to non-assenting shareholders
980(dec)Give notice of declaration to non-assenting shareholders
984Give notice of takeover to non-assenting shareholders

Types of company shares

There are four main types of company shares as defined by the Companies Act.

When forming your limited company, it is important to give a good thought about the types of company shares you are going to create and issue to your shareholders.

Your company may have as many different types of shares as you wish. Also, with different legal right and conditions attached to each type of share.

Ordinary share

The most common share type is ordinary share. This type of share has no special rights or restrictions. Thus, your company may divide the ordinary shares into classes of different values.

Preference share

Preference share carries a right that gives priority when coming to annual dividends distribution before other classes of shares.

Cumulative preference

The next one is a cumulative preference share. This type of share carries a right that if your limited company cannot pay the dividend in one year, it will carry it forward to successive years.

Redeemable share

Last but not least is the redeemable share. This type of share is issued with agreement that it will buy them back at the option of either your company or your shareholder after a certain period or on a fixed date. However, your limited company cannot only have redeemable shares.

Once you decided the types of shares your limited company are going to issue, you are to complete your statement of capital giving details of your shares types.

At every anniversary of your company incorporation, you are to update your statement of share capital whether there are any changes, as part of your confirmation statement filing.

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