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Nominal value meaning

/ˈnɒmɪn(ə)l/ /ˈvaljuː/
What does Nominal value mean?
Nominal value is the fixed amount attributed to a share on issue (par or face value), used to denominate the company’s share capital. Across England & Wales, Scotland and Northern Ireland, the Companies Act 2006 requires each share to have a fixed nominal amount (s 542) and prohibits issues at a discount to that amount (s 580). Ireland adopts the same approach under the Companies Act 2014; no‑par value shares are not permitted. The nominal value is distinct from market value; shares may trade above or below nominal. Any consideration received by the company on allotment above nominal is share premium, credited to the share premium account (UK: CA 2006, s 610; similar Irish provisions). Nominal value underpins pre‑emption rights, capital maintenance, reductions of capital, share splits and consolidations, and accounting (called‑up share capital). For other financial instruments, such as bonds, “nominal” or “face” value denotes the principal amount repayable, which is a descriptive term rather than a defined rule of law.
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NEWS
UKFTT holds employee share scheme payments taxable as earnings; purported repayment via uncalled capital disregarded under Ramsay; full amounts subject to PAYE and NICs (GW Martin v HMRC)

FTT holds payments to employees under tax avoidance scheme were taxable earnings despite purported repayment obligation (GW Martin & Co Limited & another v HMRC) GW Martin & Co Ltd & another v The Commissioners for HMRC [2025] UKFTT 1147 (TC). The appellants transferred sums to employees on the basis that those employees would subscribe for a newly created class of shares in the appellants (the Shares). These Shares conferred no voting power, no dividend entitlement, and only very limited rights in the event of a winding up. The structure was intended to sidestep PAYE and NICs liabilities while also delivering a corporation tax deduction. The sums advanced were not loans; rather, they were conditional on staff taking up Shares with a nominal value mirroring the payments. Only 1% of that nominal amount was paid up, leaving the remaining 99% uncalled, so the cash flowed to employees while the issued share capital largely remained unpaid...

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PRACTICE NOTES
A practitioner’s guide to equity release: lifetime mortgages, home reversions, FCA regulation, alternatives, adviser checks, and key risks

In recent years, the phenomenon of older clients who are asset-rich but cash-poor has become increasingly common. Typically, their wealth is locked in a home that has climbed markedly in value over time, while income from pensions and savings has stayed largely static, if not fallen in real terms. Unsurprisingly, many wish to convert that fixed, generally unrealisable wealth into cash without having to sell their home. Equity release basics Equity release may offer a solution. Funds released can be taken as a lump sum, regular income, or a blend of both. Options fall into two main types: Lifetime mortgages, where the homeowner raises money by securing a mortgage on the property. The borrowing is repaid only when the homeowner dies or no longer needs the home (eg on moving permanently into residential care). Home reversion plans, where the owner sells a share, or all, of their home to a reversion company but retains the right to continue living there either rent-free or for...

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PRACTICE NOTES
Archived CGI guidance: pragmatic approaches to pre‑2016 UK Companies Act 2006 statement of capital per‑share paid/unpaid disclosure; later change to aggregate reporting

ARCHIVED: This archived guidance, dated September 2009, was issued by The Chartered Governance Institute (CGI). It outlines practical methods by which a company might comply with the requirement to present, in a statement of capital, the amount paid up and the amount (if any) left unpaid on each of its shares (whether relating to the share’s nominal value or arising as premium) that applied under the Companies Act 2006 (CA 2006) before 30 June 2016. It is not maintained at present and remains archived...

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PRACTICE NOTES
Reconversion of pre‑2009 stock into shares: UK Companies Act 2006 section 620 procedure, consents, class rights, UKLRs/AIM, DTR and MAR requirements, and Companies House filings

By long-standing statutory rules, a limited company with share capital was allowed, most recently under the now-repealed Companies Act 1985 (CA 1985), to: convert some or all of its fully paid shares into stock; and reconvert any or all of its stock into fully paid shares of any denomination (CA 1985, s 121). Those powers had to be authorised by the company’s articles of association and each was to be exercised by a shareholders’ resolution passed at a general meeting. From 1 October 2009, when section 540(2) of the Companies Act 2006 (CA 2006) came into force, companies have been unable to convert shares into stock, unless such conversion was approved before that date. Nevertheless, where fully paid shares were turned into stock before 1 October 2009, the company may still reconvert that stock into fully paid shares of any nominal value, in line with CA 2006, s 620. The nature of stock Any quantity of fully paid shares in a...

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PRECEDENTS
Precedent deed: shareholder irrevocable undertaking to support Part 26 scheme of arrangement (UK Takeover Code; England and Wales law)

The Directors [ insert offeror's name ] ([ Offeror ]) [ insert address ] [ and ] [ The Directors ] [ [ insert name of financial adviser ] (the Adviser ) [ insert address ] ] [ insert date ] Dear Directors Proposed acquisition of [ name of offeree ] ([ Offeree ]) It is our understanding that [ Offeror ] intends to acquire (the Acquisition ) [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert nominal value ] each in [ Offeree ] (the Shares ) for the consideration, and otherwise substantially on the terms and subject to the conditions set out in the draft press announcement enclosed with this letter (the Announcement ), subject to such modifications or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code ), the Panel on Takeovers and Mergers (the Panel ), the High Court of Justice in England and...

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PRECEDENTS
Shareholder dividend waiver deed template (interim, final or special) with execution provisions for private limited and public limited companies

The Directors, [ Insert name of company ] [ Limited OR PLC ], company number [ insert company number ] (the Company), [ Insert registered office of company ], [ Insert date ] To: The Directors Waiver of dividend[s] [ I OR We ], [ insert name ] of [ insert address or registered office ] [ and [ insert name ] of [ insert address or registered office ] ], [ am OR are ] the [ joint ] registered holder[s] of [ insert number of shares ] [ insert class of shares ] shares of [ insert nominal value ] each in the capital of the Company (the Shares)...

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PRECEDENTS
Form of Ordinary Resolution for Sub-division of Shares (rights unchanged; nominal value adjusted)

ORDINARY RESOLUTION THAT [ subject to and contingent upon [ insert any conditions relating to the exercise of the authority to sub-divide shares ], ] [ [ insert number ] OR the whole of the ] [ insert class ] shares of [ insert nominal value ] each in the capital of the Company [ held by [ insert name ] ] [ , bearing numbers [ insert number ] to [ insert number ] inclusive, ] be split into [ insert number ] [ insert class ] shares of [ insert nominal value ] each [ , bearing numbers [ insert number ] to [ insert number ] inclusive ] , with the rights and restrictions attaching to those shares (save as to nominal value) remaining unaltered by such sub-division...

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