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Warning: Statement of Capital filings after 30th June 2016

Have you carried out any of the following company transactions recently?

  • Allotment of Shares
  • Sub-division or consolidation of shares
  • Reconversion of stock into shares
  • Redenomination of shares
  • Reduction of capital in connection with redenomination
  • Private companies: reduction of capital supported by solvency statement
  • Redemption of shares by a limited company
  • Cancellation of shares in connection with a share buyback

If so, then a word of caution if you are yet to file the relevant Companies House forms. To avoid rejection of your filing, make sure that you or your business adviser submit the new, correct forms.

From 30 June 2016 the provisions relating to a Statement of capital from the Small Business Enterprise and Employment Act 2015 (SBEEA) came into force. The new statement of capital removes the requirement to provide information regarding the amount paid up and unpaid on each share. Instead only the total amount unpaid on shares needs to be given.

On the new CH forms, the Statement of Capital has the following:

  • Currency
  • Class of shares
  • Number of shares in issue
  • Aggregate nominal value of the shares
  • Total aggregate amount unpaid (if any) including both the nominal value and any share premium.

The new simplified statement of capital applies to any form (paper or electronic) that includes a Statement of Capital, filed on or after 30 June 2016, regardless of the transaction date. Note that even if the forms are dated before 30th June, they will be rejected by Companies House.

To avoid delays in registering the company’s new statement of capital, make sure you complete the new CH forms and arrange for them to be signed and dated appropriately by an officer of the company. These can then be filed together with any other necessary documents.

It is also worth mentioning that going forward, when using the Form RP04 procedure to correct an error on the public file, only the new forms should be used. However, if there’s an error on an old AR01 (that was filed before 30 June), then Companies House have provided a 30th June AR01 that should be used with the Form RP04.

Please get in touch if your company has recently made share transactions and you need further guidance on the new regulations.

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