Letter to Companies House – Share Premium Account Reduction

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

Solvency statement route to reduce a share premium account (s.610(4))

This document has been created considering the Companies Act 2006 provisions which allow private companies, 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)).

Companies House filing documents (within 15 days) and fee

In order to reduce the amount of 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).

Use this letter as a covering letter for the filing package

This letter may be used as a cover letter for all the relevant documents when they are filed with Companies House for registration.

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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