(a) (i) Under the provisions of the Companies Act (CA) 1985, the memorandum of a limited company with a share capital was required to state the amount of the share capital with which the company proposed to be registered and the nominal amount of each of its shares. This was known as the ‘authorised share capital’ and set a limit on the amount of capital which the company could issue, subject to increase by ordinary resolution. Section 9 CA 2006 removes the concept of ‘authorised capital’ and replaces it with the requirement to submit a ‘statement of capital and initial shareholdings’ to the registrar in the application to register the company.
The statement of capital and initial shareholdings is essentially a ‘snapshot’ of a company’s share capital at the point of registration.
Section 10 CA 2006 requires the statement of capital and initial shareholdings to contain the following information:
– the total number of shares of the company to be taken on formation by the subscribers to the memorandum;
– the aggregate nominal value of those shares;
– for each class of shares: prescribed particulars of the rights attached to those shares, the total number of shares of that class and the aggregate nominal value of shares of that class; and
– the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the shares or by way of premium).
The statement must contain such information as may be required to identify the subscribers to the memorandum of association. With regard to such subscribers it must state:
– the number, nominal value (of each share) and class of shares to be taken by them on formation, and
– the amount to be paid up and the amount (if any) to be unpaid on each share. Where a subscriber takes shares of more than one class of share, the above information is required for each class. |
