Redenomination of Shares

Section 542 of the Companies Act 2006 allows shares in a limited company to be denominated in any currency, and different classes of shares may be denominated in different currencies. Under section 622, shares may be redenominated from one currency into another by ordinary resolution, unless the company’s articles restrict this power.

This section brings together a guidance note and supporting templates for private limited companies that wish to redenominate their share capital, with optional follow-on templates to reduce share capital to deal with rounding of the new nominal values.

The templates in this section are suitable for private limited companies and are drafted to comply with the Companies Act 2006.

We have not considered any potential tax or accounting implications. Independent legal, tax and accounting advice should be considered before carrying out any share redenomination or related capital reduction.

When to Use These Templates

Best for:

• Private limited companies converting their share capital from one currency to another.
• Companies that need to align their share capital currency with their functional or reporting currency.
• Situations where, after redenomination, the company wishes to reduce its share capital to round nominal values to more practical figures.

What This Section Covers

This collection includes templates to help you:

• Understand the legal framework and process for redenomination:
  • Guidance Note – Share Redenomination, explaining the statutory provisions, the role of the articles, and the approvals and filings required.
• Approve the redenomination of shares under section 622:
  • Board Minutes to Redenominate Shares (s.622), recording the directors’ decision to proceed and to put the redenomination to shareholders where needed.
  • Written Resolution – Redenomination of Share Capital (s.622), for use where the redenomination is approved by written resolution.
  • General Meeting Minutes – Redenomination of Share Capital (s.622), for use where the redenomination is approved at a general meeting.
• Notify Companies House of the redenomination:
  • Letter to Companies House – Redenomination of Share Capital, as a covering letter for the filing.
  • CHF – SH14 Notice of Redenomination, to notify Companies House of the redenomination.
• Deal with a post-redenomination reduction of capital to round nominal values:
  • Board Minutes to Reduce Share Capital following a Redenomination of Shares (s.626), recording the directors’ decision to propose a reduction of capital under section 626.
  • Written Resolution – Reduction of Share Capital (s.626) and General Meeting Minutes – Reduction of Share Capital (s.626), for shareholder approval of the reduction.
  • Directors’ Confirmation following Reduction of Share Capital (s.627(6)), confirming that the requirements of the Companies Act 2006 for the reduction have been satisfied.
  • Letter to Companies House – Reduction of Share Capital (s.626), as a covering letter.
  • CHF – SH15 Notice of Reduction of Capital following Redenomination, to notify Companies House of the reduction of capital.

• Guidance Note – Share Redenomination
• Board Minutes to Redenominate Shares (s.622)
• Written Resolution – Redenomination of Share Capital (s.622)
• General Meeting Minutes – Redenomination of Share Capital (s.622)
• Letter to Companies House – Redenomination of Share Capital
• CHF – SH14 Notice of Redenomination
• Board Minutes to Reduce Share Capital following a Redenomination of Shares (s.626)
• Written Resolution – Reduction of Share Capital (s.626)
• General Meeting Minutes – Reduction of Share Capital (s.626)
• Directors’ Confirmation following Reduction of Share Capital (s.627(6))
• Letter to Companies House – Reduction of Share Capital (s.626)
• CHF – SH15 Notice of Reduction of Capital following Redenomination

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