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Redenomination meaning

What does Redenomination mean?
Redenomination is the change of the currency in which a company’s shares have a fixed nominal (par) value, for example from pounds sterling to euro or US dollars, without altering the number or class of shares or the proportionate holdings of shareholders. In the UK (England & Wales, Scotland and Northern Ireland), redenomination of share capital is a statutory process under the Companies Act 2006, sections 622–628. It is effected by a members’ resolution (typically an ordinary resolution) specifying the conversion rate and redenomination date; no court approval is required. Statute preserves relative shareholder interests, sets rules for dealing with fractions and rounding, and may require the creation of a non‑distributable redenomination reserve. Companies must notify the registrar (Companies House) within the statutory time limit (commonly using form SH14). In Ireland, the Companies Act 2014 provides comparable mechanisms to convert the currency of a company’s share capital, generally by shareholder resolution and filing with the Companies Registration Office (CRO). Practice and terminology are broadly consistent across the UK and Ireland. Redenomination is commonly used to align a company’s share capital with its functional or treasury currency, reduce foreign exchange volatility in capital maintenance, or simplify cross‑border restructurings.
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View the related Flowcharts about Redenomination

FLOWCHARTS
Redenomination of shares: step-by-step procedural flowchart for corporate practitioners

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View the related Practice Notes about Redenomination

PRACTICE NOTES
UK Redenomination of Share Capital under Companies Act 2006: Consents, Procedure, Companies House Filings, LSE/AIM and DTR 5 Notifications, and Expedited Capital Reduction with Redenomination Reserve

Coronavirus (COVID-19): In the wake of the coronavirus (COVID-19) outbreak, certain Companies House filing activities and other administrative formalities were temporarily paused or altered. For fuller information on the effects of COVID-19, see Practice Note: Coronavirus (COVID–19)—impact on company filing and administrative procedures [Archived]. A redenomination of share capital means converting shares that carry a fixed nominal amount in one currency into shares that carry a fixed nominal amount in a different currency. Before 1 October 2009, a limited company with a share capital that wished to redenominate all or part of that capital had first to cancel the existing shares through a reduction of capital, or to undertake a share buyback followed by cancellation, and only then issue fresh shares denominated in the replacement currency. That approach was administratively burdensome, costly and could have given rise to potentially adverse tax consequences. On 1 October 2009, the Companies Act 2006 (CA 2006) brought in a new statutory regime for the redenomination of a company’s share capital,...

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PRACTICE NOTES
Share capital transactions: accounting under the UK Companies Act 2006, including dividends and distributable reserves, bonus issues, redenomination, sub-division and consolidation, reductions, buybacks, and classification of redeemable shares

Capital maintenance rule Under English company law, a limited company with share capital is required to preserve that capital. The capital maintenance principle exists to safeguard a company’s creditors by making sure that the assets which represent the company’s capital remain available to them for future recourse. A company’s share capital can be affected by certain events that occur from time to time over the course of its life, in accordance with the provisions of the Companies Act 2006 (CA 2006). These include: the issue of shares, on incorporation and thereafter, including bonus issues the redenomination of share capital the sub-division and consolidation of shares reductions of capital share buybacks the issue of redeemable shares and their eventual redemption This Practice Note sets out, in brief, the accounting treatment for each of these possible events in turn. It also considers matters relating to distributable reserves, including the payment of dividends...

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PRACTICE NOTES
Share capital reductions under the Companies Act 2006: court and private company solvency statement procedures, preliminary checks, creditor protection and listed/AIM disclosure considerations

English company law recognises a core rule that a limited company with share capital must preserve that capital. Accordingly, a company must not reduce its capital other than as permitted by law. The rationale for this capital maintenance rule is to protect a company’s creditors by ensuring that the assets representing the company’s capital remain available to them for future recourse. Under the Companies Act 2006 (CA 2006), a limited company with a share capital may reduce its capital by: redeeming its shares in accordance with the rights attached to them and CA 2006, Pt 18, Ch 3 purchasing its own shares in accordance with CA 2006, Pt 18, Ch 4, where that purchase is followed by a cancellation of those shares acquiring its own shares otherwise than for valuable consideration, or a purchase of own shares in pursuance of a court order referred to in CA 2006, s 659(2)(b), if that acquisition or purchase is followed by a cancellation of those shares ...

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View the related Precedents about Redenomination

PRECEDENTS
Model foreign exchange risk clause: exchange rate basis, invoicing currency, loss sharing or adjustment thresholds, hardship triggers, and currency redenomination options

1.1 The currency conversion rate to be applied in respect of the Charges under this Agreement The rate used for currency conversion in relation to the Charges under this Agreement will be the exchange rate of [ [ insert name of foreign-exchange market ] OR [ insert name of bank ] as published on its website OR the relevant mid-spot rate for the alternative currency quoted by the Financial Times ], applicable [ on the date of [ the Agreement ] OR the [ invoice ] OR [ payment ] OR at close of business on the last calendar month during which the [ Goods ] were delivered ]...

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PRECEDENTS
Directors’ confirmation (section 627(6) Companies Act 2006): reduction of share capital on redenomination, 10% limit

Company number: [ insert number ] [ insert company name ] [ LTD OR PLC ] (the Company) Statement of directors We, the directors of the Company, issue this statement for the purposes of section 627(6) of the Companies Act 2006 and confirm the following: The reduction of the Company’s share capital, authorised by special resolution, does not exceed 10% of the nominal value of the Company’s allotted share capital immediately after that reduction, in line with section 626(4) of the Companies Act 2006. Signature: ………………………………………… [ insert name of director ]Date: ………………………….. Signature: ………………………………………… [ insert name of director ]Date: ………………………….. Signature: ………………………………………… [ insert name of director ]Date: ………………………….....

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PRECEDENTS
Ordinary and special shareholder resolutions for redenomination of shares and related reduction of capital (Companies Act 2006, s.626)

Ordinary resolution That, [with effect from [ insert date of this resolution ] OR within 28 days from the date the resolution is to be passed], the present capital of the Company comprising [ insert amount ] [ insert class ] shares of [ insert figure ] each shall be redenominated as [ insert amount ] [ insert class ] shares of [ insert new nominal value in new currency ] each, worked out on the following basis: [ insert amount ] translated into [ insert details of new currency ] ...

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