Legal capital

A corporation's share capital (or in US English) is the portion of a corporation's equity that has been obtained by the issue of shares in the corporation to a shareholder, usually for cash.

In a strict accounting sense, share capital is the nominal value of issued shares (that is, the sum of their par values, as indicated on share certificates). If the allocation price of shares is greater than their par value, e.g. as in a rights issue, the shares are said to be sold at a premium (variously called share premium, additional paid-in capital or paid-in capital in excess of par). Commonly, the share capital is the total of the aforementioned nominal share capital and the premium share capital. Conversely, when shares are issued below par, they are said to be issued at a discount or part-paid.

Sometimes shares are allocated in exchange for non-cash consideration, most commonly when company A acquires company B for shares. Here the share capital is increased to the par value of the new shares, and the merger reserve is increased to the balance of the price of company B.

Besides its meaning in accounting, described above, "share capital" may also describe the number and types of shares that compose a company's share structure. For an example of the different meanings: a company might have an "outstanding share capital" of 500,000 shares (the "structure" usage); it has received for them a total of 2 million dollars, which in the balance sheet is the "share capital" (the accounting usage).

The legal aspects of share capital are mostly dealt with in a jurisdiction's corporate law system. An example of such an issue is that when a company allocates new shares, it must do so in a way that does not inequitably dilute existing shareholders without their agreement.

Legal capital is a concept used in UK company law, EU company law, and various other corporate law jurisdictions to refer to the sum of assets contributed to a company by shareholders when they are issued shares. The law often requires that this capital is maintained, and that dividends are not paid when a company is not showing a profit above the level of historically recorded legal capital.

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