A UK limited company can legally launch with a single share worth £0.01. The statement of capital recording that share is one of the UK company registration requirements Companies House checks most closely.
In this blog, we explain what a statement of capital must contain and when it must be filed. We also cover who can register a UK company in 2026 and the current Companies House fees. We also flag the common errors that delay a formation and how to avoid them.
Where Does the Statement of Capital Fit Into Company Registration Requirements in the UK?
A statement of capital summarises a company's issued shares. It covers their total number, nominal value, amounts paid and unpaid, and class rights.
Every company limited by shares must deliver a statement of capital at incorporation, as part of the IN01 application, and with certain later share capital filings. Companies House enters the details on the public register, so anyone can inspect the company's capital structure at any time.
The requirement came in with the Companies Act 2006, which replaced the old share capital particulars in the memorandum of association with a fuller, standardised statement. A newly formed company limited by guarantee has no share capital and registers its members' guarantee instead; some older guarantee companies do have share capital.
The subscribers or their agent authenticate the statement of compliance, and knowingly supplying false information is an offence. Companies House may reject an inconsistent application, and materially false information supplied without reasonable excuse can be an offence. Still assembling documents? Our checklist to register a company in the UK covers everything from the articles of association to persons with significant control (PSC) details.
What Must Every Statement of Capital Show?
It shows six things: the total number of shares, their aggregate nominal value and a breakdown by class. It also records the currency and prescribed rights particulars for each class; paid and unpaid amounts are reported as the form requires.
Companies House validates the arithmetic and expects the same figures everywhere on the form. The entries below cover the main information needed on the IN01 and later share capital forms. The precise fields depend on the form.
In practice, the fastest route is to settle the capital structure first — class, number, denomination and paid amounts — and then transpose it into the statement. That is how our team prepares every UK formation, so the IN01, the articles and the share register always agree.
1. Total Shares and Aggregate Nominal Value
The statement opens with the whole-company totals: the total number of issued shares and their aggregate nominal value. The aggregate nominal value is the sum of the nominal values of the issued shares, with amounts in different currencies shown separately. A company that issues 100 ordinary shares of £0.01 each therefore reports an aggregate nominal value of £1.
2. The Breakdown by Class
Each class of shares is listed separately with its own number of shares, nominal value and aggregate value. Shares may be denominated in any currency, subject to the articles, and their currency must be stated in the filing. A single-class company simply lists one class, usually described as ordinary.
3. Amounts Paid and Unpaid
At incorporation, the application records amounts paid and unpaid for each subscriber's shares, including any share premium. Later statements show the aggregate amount unpaid, including premium, for each class. SH01 also records the paid and unpaid amounts for each allotted share. Most new companies issue fully paid shares, so the unpaid figure is nil. Partly paid shares still appear in some structures, where part of the capital remains uncalled.
4. Prescribed Particulars of Shareholder Rights
This entry covers each class's voting, dividend and capital distribution rights, including on winding up. It also states whether the shares are redeemable and whose option it is. A company must give the full prescribed particulars for every class, whether it has one class or several.
5. The Date the Statement Is Made As At
The incorporation statement covers the shares the subscribers will take on formation. For SH01, use the capital position at the date the return is made up. If it covers several allotments, reflect the position after the last one.
Statement of Capital Contents at a Glance
| Required entry | What it covers | Typical example |
|---|---|---|
| Total number of shares | Every issued share across all classes | 100 |
| Aggregate nominal value | Total nominal (face) value of all issued shares | £1 |
| Breakdown by class | Number, nominal value and currency of each class | 100 ordinary shares of £0.01 each |
| Amounts paid and unpaid | What has been paid on each share and what remains unpaid | £0.01 paid / £0 unpaid |
| Prescribed particulars of rights | Voting, dividend, capital and redemption rights by class | One vote per share; equal rights to dividends and capital on a winding up; shares are not redeemable |
| As-at date | The date the capital figures are true as at | Date of incorporation |
Who Can Register a Company in the UK in 2026?
Almost anyone: shareholders can be individuals or companies anywhere in the world. A company needs at least one individual director aged 16 or over, with no nationality or UK residency requirement.
The share capital rules are equally open. A founder based in Singapore, Malaysia or Indonesia can hold every share of a UK company without a local partner or a nominee. What matters is disclosure: the officers, the persons with significant control (PSCs), and the share capital itself.
The Economic Crime and Corporate Transparency Act 2023 tightened the identity checks. New directors and PSCs have had to verify their identity with Companies House since 18 November 2025. Companies House is rolling the requirement out to existing officers through 2026. A company secretary need not verify solely for that role, but must do so if also a director or PSC.
A foreign national can open a company in the UK on exactly the same footing as a resident founder, and our guide covers the extra documents non-residents should prepare.
1. Directors
A company must have at least one individual director aged 16 or over. Any nationality or country of residence is accepted, and UK residency is not required. Corporate directors are permitted, with further restrictions planned. Individual directors must verify their identity with the registrar when appointed.
2. Shareholders and Subscribers
Individuals and corporate bodies can hold UK shares from overseas; a company limited by shares must have at least one shareholder, with no maximum number. A single founder can incorporate alone as sole director and shareholder. The first shareholders, the subscribers, authenticate the memorandum, and the statement of capital records the shares they take.
3. Persons with Significant Control
A registrable individual holding more than 25% of the shares or voting rights, or meeting another control condition, must be reported as a PSC; a registrable relevant legal entity may need to be reported instead. Non-resident founders usually appear on this register. PSC details sit alongside the statement of capital on the public register, and PSCs must verify their identity too.
4. The Registered Office
The company needs a registered office in the UK — England and Wales, Scotland or Northern Ireland. Since March 2024 it must be an appropriate address where documents can be delivered and acknowledged; a PO box is no longer acceptable. Where shareholders live is unrestricted; the registered office must be in the company's UK jurisdiction of registration and at an appropriate address.
Worked Example: A Single-Class Private Limited Company
| Particular | Entry |
|---|---|
| Class of shares | Ordinary |
| Number of shares | 100 |
| Nominal value per share | £0.01 |
| Aggregate nominal value | £1 |
| Amount paid per share | £0.01 (fully paid) |
| Amount unpaid per share | £0 |
| Prescribed particulars of rights | One vote per share; pari passu right to dividends and to capital on a winding up |
| Currency | GBP |
When Must a Statement of Capital Be Filed?
A statement of capital is filed at incorporation and with certain later share capital filings. An updated statement may also be needed with the confirmation statement.
The statement of capital is one of the few UK company registration requirements that returns after incorporation: certain share capital changes bring it back. Certain capital events require their own forms, and an updated statement of capital may also be needed with the confirmation statement.
A transfer of existing shares changes nothing in the statement, because the issued total and the rights attached are unchanged. The confirmation statement may require an updated statement of capital if relevant details have changed since the last one. Accounts also recur. According to the official guidance on preparing and filing Companies House accounts, private companies normally have nine months after their accounting reference date to file. Public companies normally have six months.
For the wider process of registering a company with Companies House, our resource guide walks through each step of the register entry. Once trading starts, many new companies also register for VAT as turnover climbs towards the registration threshold, and our team handles that alongside the formation.
Forms that carry a statement of capital:
- SH01 — return of allotment of new shares, due within one month of the allotment
- SH06 — notice of cancellation of purchased shares
- SH05 — notice of cancellation of shares previously held in treasury
- SH19 — statement of capital for a reduction supported by a solvency statement or court order
Who Can Register and Run a UK Company in 2026
| Role | Who qualifies | 2026 condition |
|---|---|---|
| Director | Natural person aged 16 or over; any nationality; UK residence not required | Identity verification with Companies House for new directors since 18 November 2025 |
| Shareholder or subscriber | Any individual or corporate body, resident anywhere | Single-shareholder companies permitted; no nationality or residency test |
| Person with significant control | Anyone holding more than 25% of shares or votes, or other control | Named on the PSC register and identity-verified |
| Company secretary | Optional for a private limited company | Must consent to act and verify if director/PSC |
| Registered office | An address in the UK | Must be an appropriate address; PO boxes are not accepted |
What Are the Current Companies House Fees in 2026?
From 1 February 2026, standard online incorporation costs £100, the same-day service £156 and the paper route £124.
The Registrar of Companies (Fees) (Amendment) Regulations 2025 restated the fee tables in the 2012 Regulations under the Companies Act 2006 fee powers. The standard incorporation fee doubled from £50 to £100, the same-day service rose from £78 to £156, and the paper route rose from £71 to £124. There is no fee for filing an SH01. A reduction-of-capital filing using SH19 carries a fee.
One transitional rule is worth knowing. A document delivered to the registrar before 1 February 2026 but registered afterwards is charged at the old fee. That mattered mainly for paper incorporations submitted in late January. Fees are set by statutory instrument, so check the current Companies House fee list before filing.
Companies House Incorporation Fees in Force From 1 February 2026
| Service | Fee until 31 January 2026 | Fee from 1 February 2026 |
|---|---|---|
| Standard incorporation (online) | £50 | £100 |
| Same-day incorporation | £78 | £156 |
| Paper incorporation | £71 | £124 |
Which Statement of Capital Mistakes Most Often Delay a Formation?
The errors we see most are totals that do not tally and thin rights particulars on multi-class structures. Others include the wrong currency, misrecorded paid and unpaid amounts, and an incorrect as-at date.
Correcting these errors can delay registration and require another pass through the forms. They are also the easiest parts of an application to get right in advance, because every figure comes from documents the founders already control.
For illustration, the worked example below is a single-class private limited company with ordinary shares and no redemption rights.
1. Totals That Do Not Tally
The aggregate nominal value must equal the number of shares multiplied by the nominal value of each. One hundred shares of £0.01 each give an aggregate of £1, not £100. Companies House may reject the form when the figures disagree, although an error can sometimes be registered without being noticed.
2. Thin Rights Particulars on Multi-Class Structures
Every class needs its voting, dividend, capital and redemption rights spelled out in full, even if the company has only one class. Writing only 'Class A' and 'Class B' is not enough.
3. The Wrong Currency or Denomination
Shares can be denominated in any currency, but the statement, the articles and the share certificates must agree. A dollar-denominated share should not be recorded as sterling: the error may cause rejection or require correction if registered.
4. Paid and Unpaid Amounts Recorded Loosely
At incorporation, record the paid and unpaid amounts for each subscriber's shares. SH01 also asks for these amounts for each allotted share, while its statement of capital shows the aggregate unpaid amount for each class. Fully paid shares show nil unpaid.
5. A Statement Made As At the Wrong Date
At incorporation, the figures should match the shares subscribers will take. On an SH01, they should reflect the capital position at the date the return is made up. For multiple allotments, include the position after the last one.
Conclusion
The statement of capital looks more forbidding than it is. The key details cover totals, class breakdown, currency, paid and unpaid amounts, and rights particulars. Later filings must also reflect the capital position at the relevant date.
Getting them right matters more in 2026, with identity verification in force for new directors and PSCs and the standard digital incorporation fee doubled from 1 February 2026. A rejected application requires a second pass through the forms. Companies House says rejected online incorporation payments made by card or PayPal are automatically refunded.
3E Accounting UK forms UK companies every week, from single-share startups to multi-class structures for overseas groups. Our Corporate Services Provider team drafts the articles, the statement of capital and the first filings together, so the register is correct from day one.
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Frequently Asked Questions
A newly formed company limited by guarantee has no share capital and states its members' guarantee when it registers. Some older guarantee companies have share capital and may need to file a statement of capital with certain later filings.
Not necessarily. A statement is filed at incorporation and with certain later share capital filings, including an SH01 allotment or an SH19 reduction. An updated statement may also be needed with the annual confirmation statement if relevant details have changed.
Yes. A single founder can be the sole director and shareholder. The director must be at least 16 years old and verify their identity with Companies House, but need not live in the UK.
Nominal value is the fixed face value of each share, such as £0.01. The amount paid is what has actually been received towards that value. Most startups issue fully paid shares, so the unpaid figure is nil.
From 1 February 2026, standard online incorporation costs £100, same-day incorporation £156 and paper incorporation £124, under the Registrar of Companies (Fees) (Amendment) Regulations 2025.
Abigail Yu
Director
Abigail Yu oversees executive leadership at 3E Accounting Group, leading operations, IT solutions, public relations, and digital marketing to drive business success. She holds an honors degree in Communication and New Media from the National University of Singapore and is highly skilled in crisis management, financial communication, and corporate communications.
