The concept of authorised share capital will be discontinued for companies incorporated from 1 October 2009. This means that there will no longer be a limit set on the number of shares that can be issued. If shareholders do wish to seek controls on the issue of shares, then the articles can be amended by special resolution to adopt this restriction.
For existing companies, the authorised share capital provisions in its memorandum will be treated as a restriction in its articles unless removed or amended.
Going forward, for new and existing companies, a statement of capital must be filed at Companies House each time a company makes any changes to its issued share capital. The statement also forms part of any Annual Returns with a made up to date on or after 1st October 2009.
The circumstances which require a statement of capital to be filed (in addition to the appropriate form) are:
There will be certain circumstances where a company needs to file a ‘standalone’ statement of capital, such as 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.
The statement of capital must show with regards to the issued capital:
© EMW 2012