Further guidance is available on how to fill in the statement of capital that companies will be required to file at Companies House as part of the annual return and if they make certain changes to their share capital after 1 October 2009.
Recording the premium on shares
As previously reported, the statement of capital must include the amount paid up on each share, including nominal amount and any share premium. However, it may be impossible to attribute a specific amount of share premium to each share in issue, either because records don’t exist or as a result of previous corporate actions.
The Department for Business, Innovation and Skills has acknowledged that the problem exists and has suggested companies take a pragmatic approach to completing the form. BIS also refers companies to some guidance from the Institute of Chartered Secretaries and Administrators. The ICSA guidance recommends that:
- if possible, companies can group shares within the same class by the amount paid on them (including share premium). A separate entry would then need to be made on the statement of capital for each group of shares that have the same amount paid up on them; and
- companies that do not have the information necessary to do the above could instead take the aggregate amount of the share premium account at the date the statement of capital is completed, and divide it by the number of related shares in issue.
It is important that companies do not leave the relevant sections blank, or Companies House will reject the form.
The ICSA Guidance on Statement of Capital is available at http://www.icsasoftware.com/dl/090925_statement_of_capital.pdf.
The BIS FAQ is available at http://www.berr.gov.uk/whatwedo/businesslaw/co-act-2006/faq%20Act%202006/page42969.html.
Particulars of the rights attaching to shares
Companies House previously advised us that it was permissible to cross-refer to or attach the relevant provisions of the company’s Articles when completing the section of the statement of capital that requires particulars of certain rights attaching to the shares. Companies House have subsequently advised us that this is incorrect and that companies must set out the particulars in full on the form. For companies with complex voting or distribution rights, this could mean filling in several continuation sheets. Companies can prepare themselves by preparing a draft statement of capital.
