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: -
The total number of shares of the company;
The aggregate nominal value of those shares;
For each class of shares: -
The statement of capital should reflect the issued capital following the 'latest' transaction.
The statement of capital requirement in the Companies Act 2006 is intended to provide a snapshot of a company's capital structure. A statement of capital is required each year in the annual return, and whenever a company changes its capital.
We are aware that one of the details required to be included in the statement of capital can cause problems for certain companies that have a complex history of allotting shares and managing their capital structure. In particular, we understand that in certain circumstances it may not be possible or meaningful for a company to identify the amount of premium paid up on each share.