Statement of Capital: When You File One

A statement of capital is a snapshot of your company's share capital at a particular moment: how many shares exist, what they are worth in total, how much is unpaid, and how that splits by class. You almost never file one on its own. It rides along with another filing — and the awkward part is that it attaches to some share-capital events and not others.

Below is the full list for a private company, with the deadline and the section of the Companies Act that imposes it. As far as we can tell nobody publishes this in one place: each Companies House form page tells you about its own form, which is exactly why it is easy to file the form and leave the statement out.

Which Filings Carry a Statement of Capital

What happened	Form	Statement of capital?	Deadline	Basis
Company incorporated	IN01	Yes — statement of capital and initial shareholdings	On formation	s.10
Allotted new shares	SH01	Yes	1 month from allotment	s.555
Sub-divided or consolidated shares	SH02	Yes	1 month	s.619
Re-converted stock into shares	SH02	Yes	1 month	s.621
Bought back own shares, shares cancelled	SH06	Yes — unless the identical statement is already due under s.720B(1)	28 days from delivery of the shares	s.708
Reduced capital by solvency statement	SH19	Yes	15 days after the resolution	s.644
Reduced capital by court order	Court order + statement	Yes — approved by the court	On delivery to the registrar	s.649
Named or re-designated a share class	SH08	No	1 month	s.636
Varied the rights on a class	SH10	No	1 month	s.637
Annual confirmation statement	CS01	Only if it has changed	With the CS01	s.853D

Two rows in that table are the ones worth remembering, because they run against the pattern.

The Two Class Filings That Do Not Need One

If you assign a name or designation to a class of shares, section 636(1) requires that you "within one month from doing so deliver to the registrar a notice giving particulars of the name or designation so assigned." A notice of particulars — and nothing else. There is no statement-of-capital requirement in section 636.

Section 637(1) is the same shape for a variation of rights: "Where the rights attached to any shares of a company are varied, the company must within one month from the date on which the variation is made deliver to the registrar a notice giving particulars of the variation."

The logic is consistent once you see it: a statement of capital is required where the numbers move. Naming a class or changing what a class carries doesn't change how many shares exist or what they are worth, so no fresh snapshot is required.

The Confirmation Statement Rule Most People Get Backwards

Section 853D(2) says the company "must deliver a statement of capital to the registrar at the same time as it delivers the confirmation statement."

Then 853D(3) removes it again in the ordinary case: "Subsection (2) does not apply if there has been no change in any of the matters required to be dealt with by the statement of capital since the last such statement was delivered to the registrar."

So for a company whose share capital did not move all year — which is most small companies — the confirmation statement carries no statement of capital at all. If capital did move and you already filed an SH01 during the year, the test is still whether anything has changed since the last statement delivered, not since the last confirmation statement.

What Actually Goes In It

The contents are near-identical across the sections. Taking section 555(4), which governs the SH01 and is the one small companies meet most often, the statement of capital must state, as at the date the return is made up to:

"(a) the total number of shares of the company, (b) the aggregate nominal value of those shares, (ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and (c) for each class of shares— (i) prescribed particulars of the rights attached to the shares, (ii) the total number of shares of that class, and (iii) the aggregate nominal value of shares of that class"

Four practical points fall out of that wording.

It is the whole company, not the transaction. The most common error on an SH01 is entering only the newly allotted shares. The statement describes the company's entire share capital after the event. Allot 100 shares to a company that already had 100 and the total is 200.

Unpaid amounts are aggregated, not per share. The figure required is the aggregate amount unpaid across those shares. If everything was paid up in full, that figure is nil — which is the normal position for a small company whose shares were paid at £1 each on incorporation.

"Prescribed particulars" means the rights, written out. For each class you set out what the shares actually carry: voting rights, dividend rights, rights to capital on a winding up, and whether they are redeemable. If you have only ordinary shares this is one short paragraph, and it should say the same thing every time you file it. Inconsistent prescribed particulars across successive filings is a common and avoidable mess — see share classes for small companies for what belongs in that wording.

Nominal value is not what was paid. A share with a £1 nominal value issued for £10 has a nominal value of £1; the other £9 is premium. The statement of capital records nominal value, and the aggregate unpaid figure is expressed to include amounts unpaid "by way of premium".

The Deadlines Are Not the Same

They range from 15 days to a month, and they hang off different trigger events:

• Allotment (s.555(2)): the company must deliver the return "within one month of making an allotment of shares" — from the allotment, not from the payment or the certificate. Our guide to allotting shares and filing the SH01 works through that one in full.
• Buyback cancellation (s.708(1)): notice of cancellation goes in "within the period of 28 days beginning with the date on which the shares are delivered to it", and under s.708(2) that notice "must be accompanied by a statement of capital, except where the statement of capital would be the same as a statement of capital that is required to be delivered to the registrar under section 720B(1)". The exception is narrow: s.720B(1) bites only where a private company pays for the purchase out of capital for the purposes of, or pursuant to, an employees' share scheme, and must already deliver a statement of capital within 15 days of the resolution. Outside that case, the statement goes with the SH06. The mechanics are in our guide to buying back your own shares.
• Sub-division or consolidation (s.619(1)): "within one month after doing so give notice to the registrar, specifying the shares affected", accompanied by a statement of capital under s.619(2).
• Reduction by solvency statement (s.644(1)): "Within 15 days after the resolution for reducing share capital is passed the company must deliver to the registrar— (a) a copy of the solvency statement, and (b) a statement of capital."

That last one carries a consequence the others don't. Section 644(4): "The resolution does not take effect until those documents are registered." A capital reduction is not merely late if you miss the filing — it has not happened.

Common Mistakes

Listing only the new shares on an SH01. The statement covers the company's total share capital after the allotment.

Filing a statement of capital with an SH08 or SH10. Neither section requires one; sections 636 and 637 ask for particulars only.

Attaching one to every confirmation statement out of habit. Section 853D(3) means you only file it when something changed since the last one delivered.

Prescribed particulars that drift. The rights wording should be copied forward unchanged unless the rights themselves changed.

Treating the reduction filing as administrative. Under section 644(4) the reduction takes effect on registration, not on the resolution.

Key Takeaways

• A statement of capital attaches to filings where the share numbers move: IN01, SH01, SH02, SH06, SH19 and the court-order reduction route. The SH06 carries the one statutory carve-out on that list — s.708(2) drops the statement where it would duplicate one already due under s.720B(1) (purchase out of capital for an employees' share scheme).
• It does not attach to SH08 (naming a class) or SH10 (varying class rights) — those are notices of particulars only (s.636, s.637).
• On a CS01 it is required only if something has changed since the last statement delivered (s.853D(3)).
• Contents are the same everywhere: total shares, aggregate nominal value, aggregate amount unpaid, and per class the prescribed particulars, number and nominal value (s.555(4)).
• Deadlines differ — 28 days for a buyback cancellation, 15 days for a solvency-statement reduction, one month for the rest.
• A capital reduction does not take effect until the documents are registered (s.644(4)).

How CompanyMinder Helps

CompanyMinder holds your share capital as a running record rather than a document you rebuild each time, so the totals a statement of capital needs — shares and nominal value by class — are held as a running position rather than reconstructed from scratch each time you file. When you record an allotment or a transfer, you can add the matching deadline as a custom entry on the same filing calendar as your confirmation statement and accounts dates.

A Note on Scope

This is general guidance for private companies limited by shares, based on the published Companies Act 2006 and the current Companies House forms. Public companies, unlimited companies re-registering as limited, redenominations, and reductions of capital that form part of a scheme of arrangement carry additional requirements not covered here — take advice from an accountant or solicitor. It is not legal advice.

Sources

• Companies Act 2006, s.10 — Statement of capital and initial shareholdings
• Companies Act 2006, s.555 — Return of allotment by limited company
• Companies Act 2006, s.619 — Notice to registrar of sub-division or consolidation
• Companies Act 2006, s.621 — Notice to registrar of reconversion of stock into shares
• Companies Act 2006, s.636 — Notice of name or other designation of class of shares
• Companies Act 2006, s.637 — Notice of particulars of variation of rights attached to shares
• Companies Act 2006, s.644 — Registration of resolution and supporting documents
• Companies Act 2006, s.649 — Registration of order and statement of capital
• Companies Act 2006, s.708 — Notice to registrar of cancellation of shares
• Companies Act 2006, s.853D — Duty to deliver statement of capital
• GOV.UK — Return of allotment of shares (SH01)
• GOV.UK — Notify a cancellation of shares (SH06)
• GOV.UK — Statement of capital when reducing capital in a company (SH19)
• GOV.UK — Companies House forms for limited companies