Malcolm ZoppiThu Oct 05 2023

Understanding the Statement of Capital Companies House Guide

Company directors must ensure that the statement of capital is accurate and up-to-date, reflecting any changes in share capital.

statement of capital companies house

In the United Kingdom, all limited companies are required to submit a statement of capital to Companies House. This statement provides crucial information about the company’s share capital structure, including the number of shares, nominal value, and shareholder details. The statement of capital was introduced in October 2009 under the Companies Act 2006, replacing the previous regime.

Company directors must ensure that the statement of capital is accurate and up-to-date, reflecting any changes in share capital. Additionally, the statement must be supported by a solvency statement, confirming that the company is not insolvent.

Preparing and submitting the statement of capital is an essential part of forming and registering a company, and failure to comply with the requirements can result in penalties. In this guide, we will cover the key aspects of the statement of capital, its importance, and how to prepare and submit it to Companies House.

Key Takeaways

  • All limited companies in the UK must submit a statement of capital to Companies House, providing information on the share capital structure.
  • The statement of capital was introduced in October 2009 under the Companies Act 2006, replacing the previous regime.
  • Company directors must ensure the statement is accurate and up-to-date, supported by a solvency statement.
  • The statement of capital is a vital part of company formation and registration, and failure to comply can result in penalties.
  • Preparing and submitting the statement of capital requires information on share classes, number of shares, nominal value, and shareholder details.

The Importance of the Statement of Capital

The statement of capital is a crucial element when it comes to forming a company in the United Kingdom. Under the Companies Act 2006, companies limited by shares are required to provide a statement of capital to Companies House. This replaced the previous regime and was introduced in October 2009.

The statement of capital includes key details about the share capital structure, such as the number of shares, nominal value, share classes, voting rights and dividend rights. It provides an essential snapshot of the company’s financial position and is required as part of the confirmation statement.

When forming a new company, incorporating a company, or updating an existing statement of capital, the statement should be submitted with the relevant form, either IN01 or SH19. It should be noted that the statement of capital may need to be updated following changes to the company’s share capital structure, such as issuing new shares, creating different share classes, or changing the nominal value of shares.

The statement of capital provides valuable information about the structure and financial position of a company, helping to ensure transparency and accuracy in relation to the company’s share capital. By complying with the Companies Act 2006 and submitting an accurate statement of capital to Companies House, companies can maintain compliance with regulatory requirements and assist in decision-making based on the company’s financial position.

How to Prepare and Submit the Statement of Capital

Preparing and submitting the statement of capital is a vital step in the company formation and registration process. Company directors should ensure that the statement of capital is accurate and up-to-date in accordance with the Companies Act 2006.

The statement of capital must be accompanied by a solvency statement, which confirms that the company is not insolvent and can meet its financial obligations. The solvency statement is a legal requirement and was introduced in June 2016.

When submitting the statement of capital, new companies should use Form IN01. If an existing statement of capital requires an update, then Form SH19 should be used. The statement of capital must be submitted to Companies House and should accurately reflect the company’s share capital structure, including any unpaid amounts on the company’s shares.

A separate statement of capital must be prepared for each share class, detailing the total number of shares issued, the nominal value per share, any unpaid amounts per share, and the aggregate nominal value of the shares. The statement of capital must also include details of the rights attached to each share class, such as voting rights and dividend rights.

In the case of multiple share classes, each class must be detailed separately, and any unpaid amounts on each share class should be clearly stated. All shares in issue at the time of the statement must be included, and any new shares that have been issued since the last statement of capital must also be accounted for.

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For companies limited by guarantee or with a single share, the statement of capital should still be prepared and submitted. The statement should include the amount paid and the nominal value of the share, as well as any unpaid amounts. The statement must also include details of the rights attached to the share.

It is important for companies to ensure that their statement of capital is accurate and up-to-date, as any errors or omissions may result in fines or penalties. Companies should also ensure that they comply with any relevant legislation regarding trading activities in their respective country.

The Importance of the Statement of Capital

The statement of capital is a vital component required by Companies House for any limited company formation or registration. It replaced the previous regime in October 2009 and is a mandatory part of a company’s confirmation statement. The statement includes details on the share classes, number of shares, shareholders, nominal value, voting rights, and dividend rights.

By providing an overview of a company’s share capital structure, the statement of capital helps ensure transparency and accuracy in relation to the company’s financial position. It provides a snapshot of the company’s share capital, allowing shareholders and potential investors to make informed decisions about the company.

As per the Companies Act 2006, the statement of capital must be submitted to Companies House using Form IN01 for new companies or Form SH19 to update an existing statement. It must be accurately prepared, supported by a solvency statement, confirming that the company is not insolvent. Any changes must be promptly reported to Companies House to maintain compliance with regulatory requirements.

In conclusion, the statement of capital is an essential aspect of UK company formation and registration. It provides valuable information about the share capital structure and financial position of a company, assisting in decision-making and ensuring accurate reporting of shares and their value.

FAQ

Q: What is the Statement of Capital?

A: The Statement of Capital is a document required by Companies House that provides information about a company’s share capital.

Q: When was the Statement of Capital introduced?

A: The Statement of Capital was introduced in October 2009 as part of the Companies Act 2006.

Q: Why is the Statement of Capital important?

A: The Statement of Capital is important because it provides transparency and accountability to shareholders and potential investors regarding the company’s share capital.

Q: What information is included in the Statement of Capital?

A: The Statement of Capital includes details such as the total number of shares in the company, the aggregate nominal value of those shares, the amount unpaid on each share, and the total amount unpaid on the company’s shares.

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Q: Does every company need to file a Statement of Capital?

A: Yes, every company registered with Companies House is required to file a Statement of Capital.

Q: How often does the Statement of Capital need to be updated?

A: The Statement of Capital needs to be updated whenever there are changes to the company’s share capital, such as issuing new shares or transferring shares between shareholders.

Q: What is the purpose of the solvency statement in the Statement of Capital?

A: The solvency statement is a declaration by the company directors stating that the company is solvent and able to meet its financial obligations.

Q: Are there any penalties for not filing a Statement of Capital?

A: Yes, failure to file a Statement of Capital can result in fines and legal consequences for the company and its directors. Consult a corporate lawyer who can guide you on the potential legal issues that may arise if you fail to file a Statement of Capital.

Q: Can the Statement of Capital be amended at a later date?

A: Yes, the Statement of Capital can be amended at a later date if there are changes to the company’s share capital. Companies House should be notified of any amendments.

Q: What is the difference between the Statement of Capital and the Confirmation Statement?

A: The Statement of Capital focuses specifically on the company’s share capital, while the Confirmation Statement provides a broader overview of the company’s details, including officers, shareholders, and registered address.

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Disclaimer: This document has been prepared for informational purposes only and should not be construed as legal or financial advice. You should always seek independent professional advice and not rely on the content of this document as every individual circumstance is unique. Additionally, this document is not intended to prejudge the legal, financial or tax position of any person.

Disclaimer: This document has been prepared for informational purposes only and should not be construed as legal or financial advice. You should always seek independent professional advice and not rely on the content of this document as every individual circumstance is unique. Additionally, this document is not intended to prejudge the legal, financial or tax position of any person.

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Get the specialist support you need

Whether you require specialised knowledge for your business or personal affairs, Gaffney Zoppi can support you.