| Authorised minimum | £50,000 nominal or €57,100 |
| Paid up | each share at least a quarter of nominal value plus the whole premium |
| Trading certificate | required before a newly formed PLC starts trading |
| New shares | authority by the articles or a resolution, five years at most |
| Pre-emption | new shares offered to existing shareholders first, with exceptions |
| Updated | November 2026 |
What share capital means for a UK company
UK law measures a company's capital as share capital: the number of allotted shares times their nominal value. If shares are issued above nominal value, the excess is share premium. For a Ltd, the law sets no minimum. For a PLC, it does.
A PLC is subject to the authorised minimum. The nominal value of its allotted share capital must be at least £50,000, or the prescribed euro equivalent. That has been fixed at €57,100. So if you capitalise a PLC in euros, you do not work with the day's exchange rate but with this fixed figure.
A quarter paid in, the premium in full
The £50,000 does not have to be fully paid. But a PLC may not allot a share unless it is paid up to at least a quarter of its nominal value plus the whole of any premium. With exactly £50,000 of nominal capital, that comes to £12,500 that must actually reach the company. The rest stays outstanding and can be called up later.
What if someone pays less? The law then treats the share as if the quarter and the premium had been received, and the allottee owes the company the shortfall with interest. Shares under employee share schemes are the exception. For founders this means the payment is not a formality a nominee can sort out later; it is a personal debt.
The trading certificate: the starting gun for a new PLC
A newly formed PLC exists from registration but may neither do business nor borrow yet. It may only do so once Companies House has issued a trading certificate. Companies House issues it when the nominal value of the allotted share capital reaches at least the authorised minimum.
The application is short but precise. It states that allotted share capital is not below the minimum, gives the actual or estimated preliminary expenses, and lists any amount or benefit paid or given to promoters, with the consideration. It comes with a statement of compliance and a statement of the aggregate amount paid up on the shares.
Once issued, the certificate is conclusive evidence that the company may do business and borrow. That is why banks and counterparties often ask for it first. A Ltd that converts into a PLC needs no trading certificate, as the capital is checked during re-registration; see converting a Ltd into a PLC.
Allotting new shares: authority and pre-emption
Capital is a process, not a state. At the latest when a company lists, new shares are issued. For that the directors need authority, either in the articles or by resolution of the members. The authority states the maximum number of shares and an expiry date no more than five years ahead. It can be renewed, again for up to five years.
Then comes pre-emption. New shares issued for cash must first be offered to existing shareholders in proportion to their current holdings. The law has exceptions and allows pre-emption to be excluded or disapplied. Whether and how that happens belongs in the preparation of every listing; the process is set out under PLC Going Public.
If shares are issued not for cash but for assets, for example shares in another company, a PLC needs an independent valuation. That is explained in paying for shares with non-cash assets.
Share classes: order on the register
A PLC can have several share classes, for example ordinary and preference shares. The rights a class carries, such as voting, dividends or priority on a winding up, are set by the articles of association. For the administration, one thing matters most: every class must be recorded properly on the register, and every allotment must fit the authority and the pre-emption position.
Some structures with many lettered classes, often called alphabet shares, come with tax expectations attached. We do not judge those here. For a PLC the sober point is this: the more classes, the more work at general meetings, on the register and at a later admission. Less is often more.
What we check in capital planning
Before a PLC is formed or a Ltd converted, we go through these points with you:
- Does the nominal value of allotted capital reach the authorised minimum, in sterling or in the fixed euro equivalent?
- Is at least a quarter plus premium actually paid up on every share, and can that be evidenced?
- Who holds which shares, and does the register of members match Companies House?
- Is there a valid authority to allot shares, and when does it expire?
- Is pre-emption dealt with for the next planned allotment?
- Are shares to be issued for non-cash assets, and is a valuer lined up?
PLC capital rules at a glance
| Rule | Content | Reference |
|---|---|---|
| Authorised minimum | £50,000 nominal or €57,100 | s763 CA 2006; reg 2 SI 2009/2425 |
| Minimum paid up | a quarter of nominal value plus the whole premium per share | s586 CA 2006 |
| Trading certificate | required before trading for a new company | s761, s762 CA 2006 |
| Authority to allot | maximum amount and expiry within five years | s551 CA 2006 |
| Pre-emption | offer to existing shareholders, with exceptions | s561 CA 2006 |
| Non-cash consideration | independent valuation, report no more than six months old | s593 CA 2006 |
Companies Act 2006 and Companies (Authorised Minimum) Regulations 2009, legislation.gov.uk, November 2026
Questions
Do I have to pay £50,000 into an account?
Not all of it. Each allotted share must be paid up to at least a quarter of its nominal value plus premium. With £50,000 of nominal capital that is at least £12,500.
Can I set the capital in euros?
Yes. The law allows the prescribed euro equivalent, which is €57,100.
When may a new PLC start invoicing?
A newly formed PLC may only do business and borrow once its trading certificate has been issued.
Sources: Companies Act 2006, s763 The authorised minimum; Companies (Authorised Minimum) Regulations 2009, reg 2; Companies Act 2006, s586 Shares must be at least one-quarter paid up; Companies Act 2006, s761 and s762 Trading certificate; Companies Act 2006, s551 Power of directors to allot shares; Companies Act 2006, s561 Existing shareholders' right of pre-emption; Companies Act 2006, s593 Valuation of non-cash consideration
