The requirement to provide a Statement of Capital was introduced on 1st October 2009 when the Companies Act 2006 came into full effect. The purpose of the document is to give a brief summary of a limited company’s issued share capital at a certain date.
All limited by shares companies are required to complete a Statement of Capital and Initial Shareholdings on Companies House Form IN01 during the company formation process.
Companies limited by shares must also include a Statement of Capital as part of their annual confirmation statement and whenever new shares are issued, bought back by the company, or otherwise changed. This is to ensure that Companies House has accurate and up to date information at all times.
What to include in a Statement of Capital
Pursuant to Section 10 of the Companies Act 2006, the Statement of Capital should include the following information:
• Total number of issued company shares
• Share class or classes (usually just ordinary shares)
• Total number of issued shares of each share
• Total nominal value of each share class
• Aggregate amount unpaid
• Prescribed particulars of the rights attached to each class of share
• Currency of the share value
All of this information will be made available on the public register of companies whenever a Statement of Capital is filed at Companies House.
Most limited by shares companies are set up with just one class of share, which is normally ‘Ordinary’. The Statement of Capital will, in such instances, declare that each Ordinary share provides equal voting rights and equal claims to declared dividends.
Essentially, this means that each shareholder’s proportion of voting rights and dividend payments will be determined by the number of shares they own. These matters becomes more complex when multiple share classes are issued.