What is nominal value?
Nominal value is the fixed per-share value you assign to your company’s shares at incorporation. It determines the minimum amount that must be paid to the company for each share issued.
The total amount paid for all shares (number of shares × nominal value) is called the paid-up share capital, which reflects how much the founders must actually pay into the company on incorporation.
For example, 100 shares at a nominal value of £1 means the founders must pay £100 into the company as paid-up capital.
Where you’ll see nominal value
You’ll come across nominal value in several key places:
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Share certificates
- These show only the nominal value per share, not what the investor paid.
- E.g., “1,000 Ordinary Shares of £0.0001 each”.
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Cap table and share register
- Used to calculate your issued share capital: number of shares × nominal value.
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Companies House filings
- When filing an SH01 for new share allotments, you’ll be asked to declare nominal value and any share premium.
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Investor documentation
- Share subscription agreements and term sheets refer to shares being issued at nominal value, with the rest paid as premium.
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Funding round compliance
- You cannot issue shares for less than their nominal value. Doing so breaches the Companies Act 2006 and may invalidate the share issue.
Fundraising and nominal value
If your company started with a small number of shares (e.g. 1 or 100) at a £1 nominal value, you’ll likely need to do a share split before raising investment. The nominal value is irrelevant - it doesn't matter that it's getting split - the purpose of the share split is to have a sensible number of shares, to have a sensible share price for investors (Share Price = Valuation / Number of shares). Without enough shares in issue, your per-share price could end up artificially high, which makes it harder to structure investment or set up a realistic option pool.
See our guide on share splits for more information on this topic.
How to amend the nominal value on the FounderCatalyst platform
Best practice for UK founders
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Ensure you have enough shares in issue before a funding round - this is typically done via a share split to allow for clean investment pricing and option pool setup.
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Keep your nominal value low (e.g. £0.0001) - this is standard and ensures filings (like SH01) remain simple and compliant.
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Check that your nominal value is correct (agrees with Companies House) before you close your funding round.
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Don't have shares with different nominal values as it's fraught with issues. One key issue relates to SEIS & EIS and the 30% rule. If you have some shares with a higher nominal value you could easily break the 30% rule, see 9. 30% test and nominal value
Quick recap
