A statement of capital is a snapshot of a company’s issued share capital on a particular date. It records the shares in issue, their class, nominal value, rights, and any unpaid amount. A statement of capital must be filed when incorporating a company limited by shares, filing a confirmation statement, issuing new shares, or reporting another change to share capital.
Key takeaways
- A statement of capital summarises your issued shares and the rights attached to each class.
- It must be filed at incorporation and with certain confirmation statement and share capital filings.
- After allotting new shares, you must include an updated statement in form SH01, due within one month.
What is a statement of capital?
A statement of capital tells Companies House what shares your company has issued at a specific time. Companies House calls it a “snapshot” of share capital, and the requirement applies to companies with share capital. At incorporation, the legal requirements are set out in section 10 of the Companies Act 2006.
Most founders run a private company limited by shares, which must provide a statement of capital. If they’re running a private company limited by guarantee, then they do not provide a statement of capital, but instead a statement of guarantee, which sets out the full details of the guarantor.
What to include in a statement of capital
Your statement should show:
- Total shares issued: the number of shares currently in issue.
- Aggregate nominal value: the combined nominal value of those shares (the number of shares multiplied by the nominal value).
- Currency: such as pounds sterling or euros.
- Share classes: the names of each share class, for example, Ordinary or Preference.
- Class totals: the number and aggregate nominal value in each class.
- Amount unpaid: any sum still unpaid, including relevant share premium.
- Prescribed particulars: the voting, dividend, capital, redemption, and any other rights attached to each class.
These are the core details in Companies House’s statement of capital guidance.
Worked example
You form a company with 100 fully paid Ordinary shares of £1 each, issued at no premium. Because you specified the shares as fully paid, the statement of capital that’s generated from your application shows 100 shares, an aggregate nominal value of £100, and £0 unpaid. The prescribed particulars section reflects the rights you assigned. In this case, one vote per share and equal rights to dividends and capital.
If shares are issued above their nominal value, say, £1 nominal value plus a £4 premium, so £5 is payable per share, and any part of that £5 is left unpaid, the statement of capital’s “unpaid” figure captures the unpaid amount on both the nominal value and the premium combined. The statement doesn’t split these out separately; it’s reported as one aggregate unpaid figure per share class.
Share classes explained
Here is a quick table of the different share classes:
| Share class | Voting rights | Dividend rights | Capital rights (on winding up) | Redemption | Typical use |
|---|---|---|---|---|---|
| Ordinary | One vote per share (standard) | Equal, unrestricted right to participate in dividends | Equal, unrestricted right to a share of surplus capital | Not usually redeemable | Default class for most companies; founders and general shareholders |
| Preference | Usually restricted or none | Priority over Ordinary shares, often at a fixed rate | May have priority up to a fixed amount, but usually no further participation | Often redeemable at a set date or the company’s option | Investors or lenders wanting income priority over growth |
| Alphabet (A, B, C, etc.) | Varies by class – set out in the articles or resolution creating it | Varies by class – can be targeted to specific shareholders or events | Varies by class | Varies by class | Giving different shareholders (investors, family, employees) tailored rights |
If a company has more than one class of shares, each class is reported separately in the statement of capital.
For example, Preference shares may have priority for dividends but restricted voting rights, depending on the articles and terms of issue. Companies House requires particulars covering voting, dividends, capital distributions, and redemption.
For every class, you’ll itemise the same details (report the same information) for the number of shares, their nominal value, and the currency they’re issued in, as well as the prescribed particulars of rights attached to that class (that is, an explanation of the class’s voting, dividend, capital, redemption, and any other rights attached to them).
When do you need to file a statement of capital?
You first provide the information when incorporating a company with share capital. It forms part of the online application or paper form IN01, alongside the initial shareholdings.
The statement makes your issued share structure visible on the public register. It isn’t a complete cap table or a substitute for your register of members, which records the individual company’s shareholders and their holdings.
You must also check your share capital and shareholder information when filing your confirmation statement. The confirmation statement (CS01) is a broader annual filing; the statement of capital is its share capital element, which needs to be submitted if there has been a change to your company’s share capital.
Read our confirmation statement guide or use our Confirmation Statement Service if you would like help preparing the filing.
An updated statement is also required with forms reporting capital changes, including allotments, subdivisions, consolidations, redenominations, certain cancellations, and reductions of shares.
Statement of capital following an allotment of shares
Whenever your company allots new shares after incorporation, it must file form SH01, Return of Allotment of Shares. The form includes a statement of capital showing the position after the allotment and is due within one month under section 555 of the Companies Act 2006.
Worked example
Your company has 100 fully paid Ordinary shares of £1 each and allots another 50 shares on 10 August, fully paid up. The SH01 reports the 50 new shares, while the statement of capital shows the resulting total: 150 shares, £150 aggregate nominal value (the number of shares multiplied by their nominal value) and £0 unpaid. This £150 figure is not a valuation of the company. Nominal value only reflects the price at which the shares were issued, not what the business is worth.
You can report a series of allotments on one SH01, but it remains due within one month of the first allotment. The statement of capital must reflect the company’s position after the last allotment covered by that return.
Remember, before you issue shares in your company, always check the directors’ authority, any pre-emption rights and the company’s articles of association. You should also update the register of members and issue the appropriate share certificates. Take note that filing the statement of capital does not in itself change the share structure; it only reflects what has been done.
Our Issue of Shares Service can help you manage the procedure and Companies House filing.
How to file a statement of capital at Companies House
You normally submit the statement through the form linked to the relevant event:
- IN01: When incorporating a company and recording its initial shareholdings.
- CS01: When filing a confirmation statement or reporting permitted share capital updates.
- SH01: When allotting new shares after incorporation.
- Other SH forms: When carrying out changes such as a subdivision, consolidation, redenomination, cancellation, or capital reduction.
Companies House supports online filing for incorporations, SH01 allotments and confirmation statements, with paper alternatives available. Some less common transactions still use paper forms.
The statement of capital is not a shareholder list. The class totals, nominal values, and prescribed rights should agree with the company’s underlying records.
Nicholas Campion, Director of Company Secretarial at Rapid Formations.
What happens if your statement of capital is incorrect?
An incorrect statement can mislead users of the public register and can have practical implications, such as complicating any due diligence that’s carried out on your company.
You should have this corrected as soon as possible. Companies House allows online replacement filings for SH01 and for CS01 where the statement of capital or shareholder information was wrong.
Seek professional advice if the underlying share transaction may be defective, or the correction affects ownership, shareholder rights or tax.
Treat the statement of capital as a dated summary of your issued share structure. Its totals, rights, and unpaid amounts must match your legal records and the transaction you are reporting.
What if you miss your statement of capital deadline?
Missing the SH01 deadline is more serious. Failure to make the required return is an offence for every company officer who is in default and can result in a fine. Failure to deliver a confirmation statement can also be an offence and may lead to financial penalties or strike-off action.
If you do find yourself having missed a deadline, the important thing is to get it submitted as soon as possible.
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