Issuing shares in a currency different to nominal value
Can you issue shares in a different currency to the nominal value (e.g. issue £ denominated shares for $$)? Legally, we think this should be fine. Provided the parties agree and the documentation covers this, it should not be a problem (in our non-professional opinion!). How much and how parties pay for shares is really an accounting question, not a legal one. Therefore there should be no legal problem with being paid or paying for shares in a different currency to their nominal denomination.
When it comes to recording it in the registers and at Companies House, it is a different matter… Whilst there is no problem with having a different payment currency in Kudocs and the company registers, Companies House does not have the ability to accept an SH01 (or any other relevant statement of capital filing) where the amount paid is in a different currency to the nominal currency. Looking at the paper form, there is only one field for currency, and this has to apply to both the nominal value and amount paid. The same is true in the electronic submission that we send to Companies House – they have to be the same currency.
Therefore, we suggest that when shares are issued and paid for in a different currency to the nominal value, you record the share issue in Kudocs using the conversion rate as at the date/ time of the transaction. You can always add notes to the share issue to show that funds were received in a different currency, etc.
Please contact us if you’d like to discuss this further.