Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Redenomination definition

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...

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

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Practice notes

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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, or any class within it. A redenomination can now be implemented by shareholders’ resolution, providing greater flexibility for a company seeking to align its share capital with its working capital requirements...

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Web page updated on 21/05/2026

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