Guidance - conversion of shares from one currency to another

Guidance Note – Share Redenomination

CO.RDS.01

This guidance note provides a broad overview of the legal process required for companies to convert their share capital from one currency to another by ordinary resolution; i.e. to redenominate their shares in compliance with section 622 of the Companies Act 2006.

Conversion must be made at a spot rate of exchange as determined by section 622; such rate must be specified in the resolution.

This guidance considers the procedural steps that should be followed for any redenomination of shares as well as the effect of a redenomination on a company’s share capital and the resolutions and forms that need to be filed with Companies House to effect the redenomination. The guidance also considers the process for companies to follow if they wish to reduce their share capital following a redenomination for the purpose of rounding the redenominated values to values more suitable. Note that this is a completely separate process to share capital reduction more generally and only applies following a share redenomination.

This guidance should be read in advance of preparing the documents as it details which documents are required and in which order they should be prepared.

This guidance only relates to the law as it applies to private limited companies. Potential tax and/or accounting implications are not considered. Independent legal advice should be considered when undertaking any currency conversion.

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