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Uncalled share capital meaning

What does Uncalled share capital mean?
Uncalled share capital is the portion of the price of issued, partly paid shares that the company has not yet demanded from the shareholder. It is the balance unpaid on those shares, which becomes payable only if and when a valid call is made under the company’s articles and the terms of issue. The expression is a widely used descriptive term in company and insolvency practice rather than a defined statutory term. The underlying rules on unpaid amounts, calls and members’ liability are set out primarily in the Companies Act 2006 (UK) and the Insolvency Act 1986 (England & Wales and Scotland) or the Insolvency (Northern Ireland) Order 1989, and in the Companies Act 2014 and Irish insolvency legislation (Ireland). Key features and practical significance: - Arises only where shares are issued partly paid (the unpaid balance remains uncalled). - When a call is made, the amount becomes a debt due from the member; default may trigger interest, forfeiture or a lien, as provided in the articles. - On a winding up, a liquidator can make calls to collect uncalled amounts to meet company liabilities. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Uncalled share capital is...
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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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