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Statement of Capital

Form SH19 Statement of Capital (Reduction of Share Premium Account)

CO.SPR.08

The Share Premium Account Reduction – Guidance Notes should be read in advance of this document.

Private companies are allowed, as an alternative to passing a special resolution and obtaining court approval, to reduce the amount of their share premium account by special resolution supported by a solvency statement made by the directors. The Companies Act 2006 procedure is the same as that used by private companies to reduce their share capital (s.610(4)).

In order to reduce the share premium account through the solvency statement route, private companies must submit to Companies House the following within 15 days:

- the special resolution;

- the solvency statement;

- Form SH19 (notwithstanding that the number of issued shares will remain unchanged);

- a further statement of the directors under section 644(5) of the Companies Act 2006 confirming that the special resolution authorising the reduction of the share premium account was passed within 15 days of the date on which the solvency statement was made; and

- (the relevant fee (currently £10 for a standard service or £50 for a same day service, this should however always be checked with Companies House before payment is made).

Note that Form SH19 (statement of capital) should be completed and filed in accordance with section 644 of the Companies Act 2006, notwithstanding that for a reduction of the share premium account, the number of shares will remain unchanged and there is nowhere on the form to show the change to the reserve being reduced or cancelled. You may need to contact Companies House in the event that it is not apparent to them from the accompanying special resolution.

An up to date version of Form SH19 can be found on Companies House website by clicking on the relevant link: https://www.gov.uk/government/publications/statement-of-capital-when-reducing-capital-in-a-company-sh19

Note that Companies House may require certain documents to be uploaded digitally. It is advisable to check with Companies House before sending any paper documents.

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