A statement of capital is a snapshot of a company’s issued share capital on a particular date. It gives the total number of shares, their aggregate nominal value and any amount unpaid, and then, class by class, the rights attached to the shares, the number in issue and their aggregate nominal value. A company with share capital files one on incorporation, with every return of allotment and other capital change, and with its confirmation statement when anything has changed.

What does a statement of capital have to show?

The Companies Act 2006 uses the same wording in each section that calls for a statement of capital. Taking section 555(4), which applies to a return of allotment, the statement must give, for the company’s share capital at the date to which it is made up:

  • the total number of shares of the company;
  • the aggregate nominal value of those shares;
  • the aggregate amount, if any, unpaid on those shares, whether on account of nominal value or premium; and
  • for each class of shares, the prescribed particulars of the rights attached, the total number of shares in the class and their aggregate nominal value.

The aggregate unpaid figure has been part of the statement since 30 June 2016, when the Small Business, Enterprise and Employment Act 2015 amended these sections. Companies House describes the statement as a snapshot of a limited company’s share capital at a given time. It is not a list of shareholders; who holds the shares is recorded in the register of members and reported through the confirmation statement.

What are the prescribed particulars of rights?

Article 2 of the Companies (Shares and Share Capital) Order 2009 sets out the particulars that must be given for each class:

  1. any voting rights, including rights that arise only in certain circumstances;
  2. any rights, as respects dividends, to participate in a distribution;
  3. any rights, as respects capital, to participate in a distribution, including on a winding up; and
  4. whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder.

Section 629 says shares are of one class if the rights attached to them are uniform in all respects, ignoring only a difference in dividend rights in the 12 months immediately after allotment. So if A and B ordinary shares differ on anything, such as voting, they are separate classes and need separate entries. Our guide to share classes covers how classes are created and varied.

Illustration only. For a single class of ordinary shares under straightforward articles, the particulars might read: “Each share carries one vote. The shares rank equally for dividends. On a winding up the shares rank equally in any surplus. The shares are not redeemable.” A class of redeemable shares must say so, and on what terms.

Which filings must include a statement of capital?

Companies House guidance lists the forms where the statement is built into the notice, and the Act sets the deadline for each:

Event Form Deadline Section
Incorporation IN01 With the application 10
Allotment of shares SH01 One month after allotment 555
Subdivision, consolidation, reconversion of stock or redemption SH02 One month 619, 621, 689
Redenomination SH14 One month 625
Reduction of capital on redenomination SH15 15 days after the resolution 627
Cancellation of shares bought back SH06 28 days from delivery of the shares 708
Later cancellation of treasury shares SH05 28 days after cancellation 730
Reduction by solvency statement SH19 15 days after the resolution 644
Reduction confirmed by the court SH19 With the court order 649

On incorporation the document is a statement of capital and initial shareholdings. Section 10 adds, for each subscriber, the number, nominal value and class of shares taken and the amount paid and unpaid on each share. Form SH19 is the stand alone statement used where no other form carries one, for example with a reduction of share capital.

Does every confirmation statement need one?

No. Section 853D requires a company with share capital to deliver a statement of capital with its confirmation statement, but section 853D(3) disapplies that if nothing the statement covers has changed since the last statement of capital was delivered. Because an SH01 or SH02 already carries an updated statement, a company that has filed its capital changes on time will often have nothing new to add. Companies House guidance lists the statement of capital among the items in the additional information section that you complete only if there have been changes.

How do you work out the figures for each class?

  1. Take the shares of each class in issue at the date the statement is made up to, after every allotment, cancellation or redemption up to that date.
  2. Multiply the number of shares in the class by the nominal value of one share to get the aggregate nominal value.
  3. Work out any amount still unpaid on the class, counting both unpaid nominal value and unpaid premium.
  4. Add the classes together for the totals. Shares in different currencies go in separate tables, and the SH01 form asks for totals in each currency to be shown separately, for example £100 + €100.

Illustration only. A company has 100 ordinary shares of £1, fully paid. It allots 50 B ordinary shares of 10p each at £3 per share. The allottee pays £1 per share now and owes £2 per share later.

Class Number Aggregate nominal value Aggregate amount unpaid
Ordinary 100 £100 £0
B ordinary 50 £5 £100
Total 150 £105 £100

The premium of £2.90 per B share does not appear in the nominal value column at all. It shows up only through the unpaid figure, because the unpaid amount includes premium. The accounting side of these numbers is covered in partly paid shares and the share premium account.

How does the statement fit with an allotment return?

On form SH01 the allotment itself is reported per share: number allotted, nominal value of each share, amount paid including premium on each share, and amount unpaid on each share. The statement of capital that follows switches to aggregates for the whole company. Mixing the two, for example entering the price per share in the aggregate column, is one of the commonest reasons the numbers fail to add up. Our page on form SH01 walks through the return.

What mistakes do companies make?

  • Showing only the new shares. The statement covers the whole issued share capital at the date, not just the shares allotted or cancelled.
  • Putting premium into nominal value. Aggregate nominal value is number multiplied by nominal value; premium never goes in that column.
  • Leaving the unpaid box empty for partly paid shares. The SH01 form says Companies House will assume the shares are fully paid if the total unpaid is left blank, and asks for 0 or nil where they are.
  • Merging classes. Shares with any difference in rights are separate classes under section 629 and each needs its own particulars.
  • Forgetting the public record. The SH01 form warns that all information on it appears on the public record, so the particulars are visible to anyone searching the company.
  • Not matching the register. The figures should agree with the register of members and the share certificates; see statutory registers.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.