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
If your company has share capital denominated in sterling but your investors, revenues, or parent entity sit in a different currency, you may be thinking about share redenomination. It is a corporate process that lets a limited company convert the nominal value of its shares from one currency into another, typically to reflect how the business actually operates or where its shareholder base sits.
The rules are set out in the Companies Act 2006, and while the mechanics are not complicated, the decisions around timing, exchange rate selection, and shareholder consent need a bit of care. This page walks through what redenomination actually does, when companies consider it, how the process works in practice, and what you should think about before passing the resolution.
Overview
Share redenomination is the formal process of changing the currency in which a company's shares are expressed. Every share issued by a UK limited company carries a nominal value, sometimes called the par value, and this figure is fixed in a particular currency when the company is incorporated.
Redenomination converts that nominal value into a different currency, so shares originally denominated in pounds sterling might become euro-denominated, dollar-denominated, or expressed in any other currency the company chooses. The nominal value is distinct from the market value of a share.
Nominal value is a technical accounting figure that represents the minimum that must be paid up on a share and sits on the balance sheet as share capital. Any amount paid above nominal value when shares are issued forms the share premium.
Redenomination does not change how much the shares are worth on the market or how much shareholders paid for them, it simply restates the nominal value in a new currency using an appropriate exchange rate. The share capital figure shown in the company's accounts is recalculated accordingly.
Key steps
Check the articles of association. Before doing anything else, read the company's articles to confirm there is no restriction on redenominating share capital. Some articles contain provisions that would need amending first, and a handful of older companies have entrenched rules that make this more involved than expected.
Choose the conversion rate and target currency. The Companies Act requires the exchange rate used to be a rate prevailing within 28 days before the resolution is passed, or a rate set out in the resolution itself. Pick the currency that reflects where your business is heading and document the source of the rate clearly.
Pass a shareholder resolution. Section 622 of the Companies Act 2006 permits redenomination by resolution of the company. An ordinary resolution is usually sufficient unless the articles demand something stronger. The resolution must specify the rate and the date on which it was determined.
Notify Companies House. Within one month of the resolution, file the appropriate notice with Companies House together with a statement of capital showing the new figures. The filing makes the change effective on the public register and updates the company's recorded share capital.
Update internal records and communications. Amend the register of members, share certificates if reissued, accounting systems, and any shareholder-facing documents so everything reflects the redenominated position. Let your auditors and any affected lenders know, because share capital covenants in loan agreements sometimes reference a specific currency.
Q Does redenomination change how much my shares are worth?
No. Redenomination only restates the nominal value of shares in a different currency. The economic value of the shares, what someone would pay for them on the market, is unaffected. Shareholders end up with the same proportionate interest in the company they had before, just expressed in a different currency on the balance sheet and share certificates.
Q What exchange rate should we use?
The Companies Act 2006 requires the rate to be either prevailing on a date within 28 days before the resolution is passed, or a rate specified in the resolution itself. Most companies use a published market rate from a reputable source such as a major bank or the Bank of England on a chosen date, and record that source in the resolution for the avoidance of doubt.
Q Do all shareholders have to agree?
Redenomination typically requires an ordinary resolution, meaning a simple majority of votes cast. The articles of association may impose a higher threshold, so always check them first. There is no statutory requirement for unanimous consent, though practically it is sensible to communicate with shareholders early to avoid surprises when the resolution is proposed.
Q Will redenomination create rounding fractions?
Often yes. Converting nominal values at a market exchange rate rarely produces tidy round figures. The Companies Act allows a company to pass a further resolution to reduce share capital to tidy up the resulting fractions, provided the reduction does not exceed ten per cent of the nominal value of the allotted shares after redenomination. This is a common follow-on step.
Q Can any limited company redenominate its shares?
Section 622 applies to limited companies having a share capital, which covers the vast majority of private and public limited companies in the UK. A company can redenominate all of its share capital or just a particular class. Unlimited companies and companies limited by guarantee without share capital are outside this regime.
Q What do we need to file with Companies House?
After the resolution is passed, the company must deliver a notice of redenomination and a statement of capital to Companies House within one month. The statement of capital shows the total number of shares, aggregate nominal value in the new currency, and details of each class. Filings are made on the prescribed form through the standard Companies House channels.
Q Does redenomination affect tax or accounting treatment?
It can. Changing the functional currency of reported share capital may interact with accounting policies, foreign exchange gains and losses, and in some cases the tax position of shareholders on a future disposal. It is worth speaking with your accountant or auditor before passing the resolution so the knock-on effects are understood in advance.
Share redenomination looks straightforward on paper but the choice of rate, timing, and knock-on effects on accounts and shareholder communications often raise questions. An experienced legal adviser can help you think through the process based on what you describe about your company and where it is heading.
✓Plain-English answers to your specific questions about the redenomination process
✓Practical perspective on timing and exchange rate selection for your situation
✓A clear explanation of the resolution and filing steps based on what you describe
✓What to watch out for with rounding, share premium, and existing shareholder arrangements
Personal call · For information only · Independent advisers
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.
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.
