Company formation
Unpaid shares are shares issued but not yet paid for. What that means for shareholder liability, the balance sheet and Companies House filings.
Written and reviewed by Waqas Sagar Member of ICAEW, Fellow of ACCA, Fellow of AAT, a double graduate and entrepreneur at heart, helping startups grow and serving thousands of businesses nationwide with an excellent team. Published by LimitedCompany.Accountants, 12 London Road, Morden, London SM4 5BQ. Reviewed 21 October 2026 against 2026/27 UK rates and current Companies House and HMRC guidance.
Unpaid shares are shares a company has issued where the shareholder has not yet paid the nominal value. The shareholder still owes that amount to the company, and it is exactly the sum they can be required to pay if the company becomes insolvent.
How they show up
Why it matters
Unpaid shares are shares a company has issued where the shareholder has not yet paid the nominal value. The shareholder still owes that amount to the company, and it is exactly the sum they can be required to pay if the company becomes insolvent.
Many small companies are formed with 100 £1 shares that are never paid for. Accounts then show "called up share capital not paid" as an asset, and the confirmation statement records the amount unpaid per share.
It is perfectly legal for a private company. Paying the money in later is simple: transfer the nominal value to the company bank account and record it.
Limited liability means limited to what is unpaid on your shares. With £100 unpaid, a liquidator can call that £100 from you — but no more, unless other personal liability applies.
Rates, thresholds and deadlines quoted here reflect the 2026/27 UK position and current Companies House and HMRC guidance. Check GOV.UK, or ask us, before relying on them for your own company.
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Frequently asked
Not in a private company. It can be called at any time by the directors or a liquidator.
Yes, if it has distributable profits. Unpaid share capital does not block dividends.
Partly. At least 25% of nominal value plus any premium must be paid up.
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No. This page explains general UK rules and common accounting treatment. Your facts, contracts and wider tax position must be reviewed before you rely on a conclusion.
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Check the current rules
Deadlines, thresholds and filing rules change. GOV.UK and Companies House publish the current statutory position; advice should then be applied to your company’s circumstances.
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