Authorised Share Capital - has it really been abolished?
The companies Act 2006 brought in a significant change to share capital with effect from 1 October 2009. Companies incorporated from this date onwards no longer have to state their 'authorised capital' also known as 'nominal capital'. The term 'nominal' was more accurate. A private company could, for example, have an authorised capital of £1,000,000 but issue just one share and therefore have real capital of just £1. A company's capital now is based solely on issued shares so there is no chance of confusion arising from inflated nominal amounts.
Authorised capital still needs to be considered however in two situations:
a) for companies incorporated before 1/10/09 - the authorised capital figure in the memorandum of association will in effect be a ceiling on what the directors can issue. If a company wants to allot further shares, it needs to delete the relevant clause or amend it.
b) for public companies or a private company with more than one class of shares, the directors have to be authorised by the company. The authorisation, which can be in the articles, has to state the maximum amount of shares that may be allotted and a date, within 5 years, on which the authority will expire.
Please note that the Model Articles for private companies only envisage a company having one class of shares and great care must be taken when authorising the directors to allot shares. Also, every time a company changes its share capital, it must file a Statement of Capital at Companies House.
Sole Corporate Directors - No longer legal in the UK
From 1 October 2010 onwards all companies must have at least one natural director. Section 155 of the Companies Act 2006 which came into effect on 1 October 2008, granted a two year period of grace to companies already incorporated with a sole corporate director at that time. Any companies with a sole corporate director after the deadline will face penalties which could include fines of up to £5000 plus daily default penalties.
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