From October 2009 when the final stage of the comapanies act 2009
comes into force, authorised / nominal share capital will be discontinued on incorporation, which means that there will also
no longer be a limit set out in the Memorandum on the number of shares that directors can issue. Currently a special resolution
is required to increase the authorised capital if directors wish to issue shares above the limit in the memorandum. However
shareholders can seek controls on the issue of shares by Directors in the Articles.
The statement of capital is a “snapshot” of a limited company’s issued share capital at a given
time.
Companies incorporating as limited by shares (whether
private or public) on or after 1st October 2009 must complete a statement of capital and initial shareholdings as part of
the application to incorporate.
Pip It Up Ltd complete the statement of capital on Incorporation as standard with
all packages.
All companies limited by shares must complete a statement of capital as part of any annual return
filing made up on or after 1st October 2009.
A statement of
capital must also be completed with certain forms associated with notification of capital changes, namely:
- Allotment of shares
- Notice
of consolidation, sub-division of shares or re-conversion of stock into shares or redemption of redeemable shares
- Redenomination of shares
- Reduction of capital as a result of redenomination
- Cancellation
of re-purchased shares or, (for plcs), immediate cancellation of shares re-purchased into treasury
- Subsequent cancellation of shares held in treasury by a plc
- Cancellation of shares held by or for a plc in accordance with s662 of the CA 2006
In all the circumstances listed above, the statement of capital will be an integral part of the appropriate form
There will be certain circumstances where a company needs to file a ‘standalone’
statement of capital – accompanying a reduction of capital (either via the ‘solvency statement’ route or
as confirmed by a court) and (in some circumstances) when re-registering from an unlimited to a limited company. A statement
of capital form will be available for these purposes.
What
is the content of the statement of capital?
The statement
of capital must show with regards to the issued capital:
- the
total number of shares of the company,
- the aggregate nominal
value of those shares,
- for each class of shares -
(i)
prescribed particulars of the rights attached to the shares (these will be determined in regulations and indicated on the
appropriate forms),
(ii) the total number of shares of that class, and
(iii) the aggregate nominal value of shares
of that class, and
(d) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal
value of the share or by way of premium).
