Making Changes to Share Capital Templates

Changing a company’s share capital is a regulated process, not routine admin. This collection focuses on structural changes to a private company’s share capital and certain profit-based transactions, including share buybacks, redemptions, reductions of capital, reductions of share premium and share capital reorganisations (reclassification, consolidation, subdivision and redenomination). The templates help you plan, approve and record these transactions in line with the procedures in the Companies Act 2006.

Note: If you are looking to simply issue new shares (allotment) or transfer existing shares between people, please refer to the Issuing and Transferring Shares section.

When Should You Use These Templates?

✅ buy back or redeem shares from existing shareholders
✅ reduce share capital or reduce a share premium account
✅ reorganise existing share capital by reclassifying, consolidating, subdividing or redenominating shares
✅ document procedures that use profits for share capital changes or distributions, including certain dividend-related transactions

Are These Templates Companies Act Compliant?

These templates have been drafted, regularly reviewed and updated by experienced corporate solicitors. They follow the strict procedures in compliance with the Companies Act 2006, reflecting as appropriate April 2013 Regulations and the Companies Act 2006 (Amendment of Part 18) Regulations 2015.

They have been and are continually downloaded and used by solicitors, accountants, finance directors, company secretaries and business owners and managers.

Each set of templates applied as provided will fully enable and document the relevant share capital changes.

What Types of Share Capital Changes Are Covered?

Reducing Share Capital
Share Capital Reduction – Guidance, board and written resolutions, general meeting minutes, solvency and 644 statement, and Companies House forms and letters for reducing share capital.
Share Premium Account Reduction – Similar templates as above but specifically drafted for share premium accounts.

Purchase and Redemption of Shares
Own Share Purchase out of Profits and New Issue – Share buyback templates include board minutes and resolutions, contract to purchase, general meeting minutes with guidance notes, and letter to Companies House and forms SH03 and SH06. Versions are also available for Employee Share Schemes.
Own Purchase of Shares out of Capital – Provides the same set of documents as above but specifically drafted for share buybacks funded from capital rather than profits.
Redemption of Shares out of Profits – Guidance notes, board resolution, and letter to Companies House with form SH02 for redeeming redeemable shares out of profits.
Redemption of Shares out of Capital – In addition to guidance notes, board and written resolutions, general meeting minutes and Companies House correspondence includes directors’ solvency statement and public notice for redemptions out of capital.

Reorganisation of Share Capital
Share Reclassification and Variation of Class Rights – Guidance notes with board minutes, resolutions, written consent, revised articles of association and relevant Companies House forms for reclassifying shares or varying shareholder rights.
Share Consolidation and Sub-Division – Board minutes, ordinary resolution and Companies House form SH02 for consolidating and subdividing shares.
Redenomination of Shares – Complete set of templates for changing the currency denomination of shares including guidance notes, board minutes, written resolutions and general meeting minutes covering Section 622 and 626 with directors’ confirmation and Companies House form SH15.

What Filing Rule Should You Be Aware Of?

❗ Companies House from 13 March 2023 no longer accepts a set of minutes which have a resolution embedded within them. A company will instead need to file a separate copy of the resolution in circumstances where a resolution was required to be filed under the Companies Act. Their previous practice was to accept minutes which included the resolutions that were passed.

Making Changes to Share Capital Templates is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.