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Redenomination reserve meaning

What does Redenomination reserve mean?
A redenomination reserve is the non-distributable reserve created when a company converts its share capital into a new currency and, to achieve convenient nominal values per share, makes a limited capital reduction. Under the Companies Act 2006 (Part 17, Chapter 8), a company limited by shares may, by resolution, redenominate its share capital and then use an expedited reduction of share capital solely to adjust nominal values to amounts the company considers more suitable. The amount of that reduction (capped at 10% of the nominal value of the company’s allotted share capital immediately after the reduction) must be transferred to the redenomination reserve. The reserve may only be applied in paying up shares to be allotted to members as fully paid bonus shares. Subject to that use, capital maintenance rules treat the redenomination reserve as if it were paid-up share capital; it is not available for distribution. This is a statutory concept under the UK Companies Act 2006 and is used consistently across England & Wales, Scotland and Northern Ireland. In Ireland, while companies may redenominate share capital under the Companies Act 2014, the specific term “redenomination reserve” is not used and local capital reduction and reserve rules apply.
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View the related Practice Notes about Redenomination reserve

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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