Change of Share Capital Resolution - How to change your share capital

Every limited company has a share capital which is held by the company and its shareholders, there is a cap on the amount of share capital which can issued known as the ‘Authorised Share Capital’. A change in circumstances may require the authorised share capital to be amended and it can be either increased or reduced by agreeing and filing a special or written resolution.

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Please be aware that share capital can only be decreased if the shares are not taken or there is an agreement in place for them to be taken.

A change of share capital may be filed using an ordinary resolution, unless the company’s articles state that a special or extraordinary resolution is needed. Any such resolutions must be sent to the registrar, Companies House, within 15 days along with a form 122 for decreasing share capital or form 123 for increasing share capital where necessary.

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