Although authorised share capital has been abolished for new companies, for existing companies it will continue to operate as a restriction in the articles. It will act as a ceiling on the number of shares that can be allotted. Existing companies will need to amend their articles to abolish reference to authorised share capital if they want to allow the company to allot beyond that ceiling.
Private limited companies are able to cancel issued share capital by means of a special resolution supported by a solvency statement, as an alternative to obtaining a court order.
The prohibition on financial assistance by private companies for acquisition of its own shares will be lifted for assistance given on or after 1st October 2008. The forms 155(6)a and 155(6)b need no longer be sent to Companies House in these circumstances.
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.
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: -
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.
The statement of capital must show with regards to the issued capital: -
For each class of shares: -