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Notice of Subscribers UK: Share Capital Form Guide

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Part ofCompanies House Forms UK

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
When you set up a limited company with share capital in the UK, one of the documents that forms part of the incorporation paperwork is the statement of capital and initial shareholdings, sometimes called the notice of subscribers. It records who the first shareholders are, how many shares they are taking, and what has been paid for those shares. For most people incorporating online through Companies House, this information is captured as part of the IN01 process rather than as a separate downloadable form. If you are forming a company by post or preparing a paper incorporation, you will need to make sure this detail is set out clearly and consistently with the memorandum of association. This page walks through what the statement contains, why it matters, and the common pitfalls founders run into when completing it.

What this document is

The notice of subscribers, in practical terms, is the part of a UK company's incorporation filing that identifies the founding shareholders (the subscribers to the memorandum) and sets out the share position at the moment the company comes into existence. For a company limited by shares, the Registrar of Companies needs to know the total number of shares being issued at incorporation, the aggregate nominal value, the rights attaching to each class of share, and for each subscriber: their name, address, number and class of shares taken, the amount paid on each share, and any amount left unpaid.

This information ties together with the memorandum of association, which is the short statement signed by each subscriber confirming they wish to form the company and take at least one share. Together, these elements give Companies House, and anyone later inspecting the public record, a clear picture of how the company's share capital was structured on day one. The data also feeds into the first confirmation statement and the company's own statutory register of members.

How to use this document

  1. Decide your share structure before you file. Work out how many shares will be issued at incorporation, what they will be worth each (the nominal value, often 1p or £1), whether there will be one class or several, and who will hold what. Getting this right at the start is far easier than trying to reorganise later through transfers or share issues.
  2. Gather subscriber details. For every founding shareholder you need a full legal name, a service address, and usually a residential address as well. If a subscriber is a company rather than an individual, you will need its registered name, number, and registered office. Double check spellings against ID documents, because corrections after filing are possible but clunky.
  3. Record what is being paid on each share. For each share a subscriber takes, note the amount paid and the amount unpaid. Many small companies issue shares as fully paid at nominal value, but partly paid shares are allowed. The totals must reconcile across the whole statement, so spend a moment checking the arithmetic before you submit.
  4. Set out prescribed particulars for each share class. If you have more than one class of share, or even a single class with specific rights, you need to describe the voting rights, dividend rights, rights on a winding up, and whether the shares are redeemable. Vague or contradictory wording here causes problems later, so keep the drafting clean and consistent with your articles.
  5. File as part of the incorporation package. Submit the statement alongside your IN01 (or the online equivalent), the memorandum of association, and the articles of association. Companies House will usually process a complete online application within 24 hours; paper filings take longer and carry a higher fee. Current fees are published on gov.uk.

Common questions

If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.

Common questions

Q Is the notice of subscribers a separate form I need to download?
Not usually. For most incorporations, the subscriber and share capital information is captured within the IN01 application or the online incorporation journey on the Companies House service. A standalone pro-forma is mainly relevant for paper filings or where a formation agent prepares documents in advance of submission. Check the current Companies House guidance for the route you are using.
Q What is the difference between a subscriber and a shareholder?
A subscriber is one of the original people (or companies) who signs the memorandum of association to bring the company into existence, agreeing to take at least one share. Once the company is incorporated, subscribers become its first shareholders. After that point, anyone who acquires shares by transfer or allotment is a shareholder but not a subscriber.
Q Can I incorporate with just one subscriber?
Yes. A private company limited by shares in the UK can be formed with a single subscriber, who will be the sole initial shareholder and can also be the sole director. Many one-person businesses are set up this way. You still need to complete all the same share capital information, just for one person.
Q What nominal value should I give my shares?
There is no right answer, but u00a31 or 1p per share are common choices. A lower nominal value gives flexibility if you later want to issue small percentages to investors or employees without dealing in fractions. The nominal value is not the same as the market value; it is simply the unit of account for the share capital.
Q Do shares have to be fully paid at incorporation?
No. You can issue shares partly paid or even nil paid, with the unpaid amount being callable by the company later. This is noted on the statement of capital. That said, most straightforward small company incorporations issue shares as fully paid at nominal value, because it keeps the position simple and avoids future calls on shareholders.
Q Can I change the share structure after incorporation?
Yes, but it takes separate filings. Allotting new shares requires an SH01 return, and other changes (consolidation, subdivision, redenomination, reduction of capital) each have their own procedures and forms. Getting the structure reasonably right at incorporation saves admin later, especially if you expect to bring in investors or issue shares to employees.
Q What happens if I make a mistake on the statement?
If you spot an error shortly after filing, you may be able to submit a corrective filing or, in some cases, apply for rectification. More significant errors can require court intervention. The easier path is to review everything carefully before submission, ideally with a second pair of eyes on the subscriber details and share numbers.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.