What Is a Statement of Capital?

Ryan Patrick

Sep 11, 2026 • 9 min read

A statement of capital is a document that shows the share capital structure of a UK company at a particular point in time. It tells Companies House how many shares a company has, what those shares are worth in nominal terms, what classes of shares exist, what rights are attached to them, and how much has been paid or remains unpaid. For founders, shareholders and investors, the statement of capital is an important snapshot of a company's ownership structure. It can become particularly relevant when a company is incorporated, issues new shares, changes its share structure, reduces its share capital, or updates its information at Companies House.

Companies House describes the statement of capital as part of the information companies provide about their shares and shareholders. For a company limited by shares, the information includes the number and total value of shares and the rights attached to each class. Understanding the statement of capital is therefore useful whether you are setting up your first UK limited company, preparing to bring in an investor, changing shareholder percentages, or managing a company from overseas.

What Does a Statement of Capital Mean?

In simple terms, a statement of capital answers the question:

“What does this company's share capital look like right now?”

It normally identifies:

The total number of shares in the company
The nominal value of those shares
The different classes of shares
The rights attached to each share class
The amount paid up on the shares
Any amount that remains unpaid

Under the Companies Act 2006, the statement of capital and initial shareholdings submitted when a company is formed must include the total number of shares, their aggregate nominal value, the rights attached to each class, the number and nominal value of each class, and amounts paid or unpaid on each share.

A simple example

Suppose ABC Digital Ltd is incorporated with:

1,000 ordinary shares
Nominal value: £1 per share
Total nominal share capital: £1,000
£1 paid on each share

Its statement of capital would show 1,000 ordinary shares with an aggregate nominal value of £1,000. This does not mean ABC Digital Ltd is worth £1,000. The company could have £100,000 of assets, £500,000 of revenue, or a market value of several million pounds while still having £1,000 of nominal share capital. That distinction is one of the most important things new company owners need to understand.

Share capital is the nominal value of the shares a company has issued. For example:

Shares issued	Nominal value	Share capital
100	£1 each	£100
1,000	£1 each	£1,000
10,000	£0.01 each	£100
1,000	£10 each	£10,000

The nominal value is sometimes called the face value of a share. It is different from the price someone might actually pay for the shares. For example, a startup could issue shares with a nominal value of £1 each to its founders. Several years later, an investor might pay £100 per share because the company has grown substantially.

The £1 remains the nominal value. The £99 difference may represent share premium, depending on how the transaction is structured. This is why you should not use the statement of capital as a valuation of the business.

What Information Appears in a Statement of Capital?

A statement of capital contains several important pieces of information.

1. Total number of shares

This is the total number of shares issued by the company at the relevant point in time. For example: 10,000 ordinary shares, If the company subsequently issues another 5,000 shares, its statement of capital may show: 15,000 ordinary shares

2. Aggregate nominal value

This is the combined nominal value of all shares. If a company has 10,000 shares with a nominal value of £1 each, the aggregate nominal value is £10,000. If it has 10,000 shares with a nominal value of £0.01 each, the aggregate nominal value is only £100.

A company can have different classes of shares. For example:

Ordinary shares
Preference shares
A Ordinary shares
B Ordinary shares
Non-voting shares

The important point is that the name of a class is not what determines its rights. The rights and restrictions attached to the class are what matter. Companies House requires information about the rights attached to each class when relevant. These can include voting rights, dividend rights and rights concerning redemption.

4. Rights attached to shares

Different classes can have different rights. For example, one class might have:

One vote per share
Ordinary dividend rights
Rights to capital on winding up

Another class could have restricted voting rights but preferential dividend rights. This becomes particularly important when founders are creating different share classes for investors, employees or different groups of shareholders.

5. Paid and unpaid amounts

The statement also records how much of the nominal value of the shares has been paid and how much remains unpaid. For example, a company could issue 1,000 shares at £1 each but have only £0.50 paid on each share. The nominal capital would still be £1,000, but £500 would have been paid and £500 would remain unpaid.

Is a Statement of Capital the Same as a Shareholder Register?

No. This distinction matters.

The statement of capital describes the company's share capital structure.

The register of members records who the shareholders are. For example, a statement of capital might show:

1,000 ordinary shares
£1 nominal value each
£1,000 total nominal value

The register of members would identify the people or entities holding those shares. So if Jane owns 600 shares and David owns 400, the statement of capital does not replace the register of members. Think of it this way:

Statement of capital = what shares the company has

Register of members = who is registered as holding them

Both are important, but they serve different purposes.

When Do You Need a Statement of Capital?

A statement of capital can be required in several situations.

When incorporating a company

When registering a company limited by shares, you provide information about its shares and shareholders through the incorporation process. Companies House requires the statement of capital and prescribed particulars as part of the information supplied when a company is formed. For example, a founder might incorporate a company with:

100 ordinary shares
£1 nominal value
Founder owns all 100 shares

The company's initial statement of capital reflects that structure.

When issuing new shares

If a company issues additional shares, it generally needs to notify Companies House. Companies House states that a company must tell it within one month when it issues new shares. The filing is commonly made using form SH01, which includes a statement of capital following an allotment of shares. Companies House filing histories routinely identify SH01 filings in this way.

Changes such as cancelling shares, changing the number of shares or changing their nominal value can require Companies House filings. Companies House explains that changes to share structure may require a special resolution and that relevant changes must be reported within specified deadlines.

Through the confirmation statement

A company's share capital information is also reviewed as part of its annual confirmation statement. Every company must file a confirmation statement at least once every 12 months, and the statement can be used to update certain information, including the company's statement of capital.

However, founders should not assume that the annual confirmation statement is the only occasion when share changes need to be reported. Some changes have separate event-driven filing requirements.

Statement of Capital vs Confirmation Statement

These terms are often confused. A confirmation statement is the annual filing used to confirm that Companies House information about the company is up to date. A statement of capital is information describing the company's share capital.

The statement of capital can form part of the information filed through a confirmation statement, but the two are not the same thing. For example, if your company has not changed its share structure during the year, your confirmation statement may simply confirm the existing position. If you issue shares during the year, however, a separate filing may be required rather than waiting until the next annual confirmation statement.

How to Read a Statement of Capital

When reviewing one, work through it in this order:

Look for the type or designation of each class, For a simple company, you may see only ordinary shares. For a more sophisticated company, you may see several classes.

Step 2: Check the number of shares

Determine how many shares exist in each class. For example:

8,000 A Ordinary
2,000 B Ordinary

Total: 10,000 shares.

Step 3: Check nominal value

Determine the nominal value per share and the aggregate nominal value.

Step 4: Review the rights

Look carefully at voting, dividend, capital and redemption rights. This is particularly important if the company has multiple classes.

Step 5: Check paid and unpaid amounts

Make sure the amount paid or unpaid corresponds with the company's actual arrangements.

Step 6: Compare it with internal records

Do not look at the Companies House filing in isolation. For good corporate housekeeping, compare it with:

The register of members
Share certificates
Board minutes
Share allotment documents
Shareholders' agreements
Articles of association

If these records do not match, the company should investigate the discrepancy rather than simply assuming the Companies House record is correct.

A Practical Founder Example

Imagine two founders, Sarah and Daniel, start a technology company. They initially issue:

Sarah: 600 ordinary shares
Daniel: 400 ordinary shares
Total: 1,000 ordinary shares
Nominal value: £1 per share

The company's share capital is therefore £1,000. Sarah owns 60% and Daniel owns 40%. A year later, an investor receives 500 newly issued shares. The company now has:

Sarah: 600 shares
Daniel: 400 shares
Investor: 500 shares
Total: 1,500 shares

The original founders' percentages have changed even though neither Sarah nor Daniel transferred their existing shares. Sarah now owns 40% of the issued shares, while Daniel owns approximately 26.67% and the investor approximately 33.33%.

This illustrates an important point: issuing new shares can dilute existing shareholders. For founders considering investment, employee equity or bringing in a business partner, the statement of capital is therefore much more than an administrative form. It provides a record of the company's changing capital structure.

Why the Statement of Capital Matters to Investors

Investors are usually interested in more than the number printed on a share certificate. They may want to understand:

How many shares have been issued
What classes exist
Whether different classes have different rights
Whether further shares have recently been issued
Whether founders have been diluted
Whether there are preference shares
Whether shares have been cancelled or reorganised

A statement of capital can therefore be one piece of the corporate information reviewed during due diligence. It should, however, be read alongside the articles, shareholder agreements, register of members and other corporate records.

Common Mistakes to Avoid

£100 of share capital does not mean the company is worth £100. Nominal capital and market value are different concepts.

Mistake 2: Assuming the statement identifies every shareholder

The statement describes share capital. It is not a substitute for the company's register of members.

Issuing new shares can reduce existing shareholders' percentage ownership. Always calculate the post-issue ownership percentages before approving an allotment.

Two classes may have the same nominal value but substantially different voting, dividend or capital rights.

Mistake 5: Waiting for the confirmation statement to report everything

Some share changes have separate filing deadlines. For example, new share issues generally need to be reported within one month.

Frequently Asked Questions

Is a statement of capital mandatory for a UK limited company?

Companies limited by shares must provide information about their share capital when incorporated, and statements of capital are also required for certain subsequent changes to the company's share structure.

Share capital is the nominal value of the company's issued shares. A statement of capital is the filing or information that describes that share capital, including the number, value, classes, rights and paid or unpaid amounts.

Does a statement of capital show who owns the company?

Not by itself. Ownership information is recorded through the company's register of members and other relevant corporate records. The statement of capital primarily describes the company's share structure.

Can a company have different classes of shares?

Yes. A company can have multiple share classes with different rights and restrictions. These rights should be properly established in the company's constitutional and corporate documents and reported where required.

Does issuing new shares change the statement of capital?

Yes. Issuing new shares changes the company's issued share capital and normally requires a statement of capital to be filed with Companies House. New share issues generally need to be reported within one month.

Not necessarily. The appropriate share structure depends on the company's circumstances. A larger nominal share capital does not automatically make a company more valuable, more credible or better funded.

Can a non-UK resident be a shareholder in a UK company?

Yes. UK companies can have overseas shareholders. The company's share structure and ownership records still need to be maintained correctly, regardless of where shareholders live.

Can I change my company's statement of capital?

You can change the company's share capital structure where legally permitted, but the appropriate corporate approvals and Companies House filings depend on the type of change. Some changes have specific filing deadlines.

Conclusion

A statement of capital is essentially a snapshot of a company's share capital structure. It shows how many shares exist, their nominal value, the classes they belong to, the rights attached to those classes and the amounts paid or unpaid. For a simple founder-owned company, it may be straightforward. As the company grows, however, the statement becomes increasingly important when issuing shares, bringing in investors, creating different share classes, restructuring ownership or preparing for due diligence.

The most important distinction to remember is that share capital is not the same as company valuation, and a statement of capital is not the same as a shareholder register. If you are forming or managing a UK company remotely, keeping the statement of capital aligned with your articles, register of members and Companies House filings is an important part of good corporate administration. Platforms such as IncorpUK can be useful for global founders who want a more structured way to manage UK company formation and ongoing company administration.