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Companies that do not issue shares in accordance with memoranda and articles envisaged by the Companies Act 2006

»Ê¹ÚÌåÓýapp equity capital of certain types of foreign company is often of a different form to ordinary share capital of a UK company. Furthermore, certain types of company do not issue ordinary share capital at all. HMRC will regard the ‘shareâ€� capital of a foreign company as ordinary share capital if it has characteristics which are analogous to the ordinary share capital of a UK company incorporated under the Companies Act and which has issued shares.

In cases of uncertainty, refer to CG/APP11-Meaning of Ordinary Share Capital (Originally published as Revenue & Customs Brief 54/07).

Example

Delaware Limited Liability Companies (“DLLC�)

HMRC’s practice concerning Delaware LLCs is set out in CG/APP11-Meaning of Ordinary Share Capital. Broadly, HMRC will accept that a DLLC has issued certificates in accordance with the law of Delaware certifying the members� interests.

Other foreign bodies corporate

Whether other types of companies have ordinary share capital should be decided following the factors set on CG/APP11-Meaning of Ordinary Share Capital.