Definition of Nominal Capital
Nominal capital, also known as authorized share capital, is the maximum amount of share capital that a corporation is allowed to issue to shareholders as outlined in its corporate charter. This amount is specified during the incorporation stage and can be altered through a corporate resolution approved by shareholders, subject to regulatory constraints.
Nominal capital sets a ceiling on the number and/or value of shares a company can issue, serving as a regulatory and statutory control. It plays a critical role in both corporate strategy and investor relations by defining the potential for future equity financing.
Examples of Nominal Capital
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Example 1: Tech Startup
- A tech startup named Innovative Solutions Inc. is incorporated with an authorized share capital of $1,000,000 divided into 1,000,000 shares of $1 each. This means the company can potentially issue 1,000,000 shares at a par value of $1 each but doesn’t have to issue them all immediately.
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Example 2: Established Manufacturing Firm
- An established manufacturing company, Auto Parts Ltd., has an authorized share capital of $10,000,000 divided into 10,000,000 shares of $1 each. The company initially issues 5,000,000 shares, which represent its issued share capital, while the remaining authorized capital allows for potential future share issuances.
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Example 3: Renaming and Increase in Authorized Capital
- A fashion house, Elegant Wear Corp., initially had an authorized share capital of $500,000. As the business expanded, shareholders approved an increase to $2,000,000 to allow for issuing new shares to raise capital for new projects and acquisitions.
Frequently Asked Questions (FAQs)
Q1: Can nominal capital be increased or decreased?
- A: Yes, nominal capital can be increased or decreased through a resolution passed by the company’s shareholders and subject to regulatory approval.
Q2: Is nominal capital the same as issued capital?
- A: No, nominal capital is the maximum share capital a company can issue, while issued capital is the portion of nominal capital that has actually been issued to shareholders.
Q3: Why is it important to specify nominal capital at the incorporation stage?
- A: Specifying nominal capital at incorporation ensures there is a statutory limit to the amount of equity that can be issued, providing a structural framework for financial planning and corporate governance.
Q4: Can nominal capital include different types of shares?
- A: Yes, nominal capital can include various types of shares, such as common shares, preferred shares, and non-voting shares, each with different rights and preferences.
Q5: What happens if a company issues more than its nominal capital?
- A: Issuing shares beyond the authorized nominal capital is typically not allowed and can result in legal and regulatory consequences. Companies must ensure that share issuance aligns with authorized limits.
Related Terms
- Issued Share Capital: The portion of the authorized (nominal) share capital that has been issued to shareholders.
- Paid-up Capital: The amount of money actually received by the company from shareholders in exchange for shares that have been issued.
- Par Value (Face Value): The nominal or face value of a share as defined in the corporate charter.
- Share Premium (Additional Paid-In Capital): The amount received by a company over and above the par value of its shares.
- Equity Financing: The method of raising capital by issuing shares of stock to investors.
Online References
- Investopedia: What is Nominal Capital?
- Corporate Finance Institute: Authorized Share Capital
- Small Business Administration: Understanding Commercial Share Structures
Suggested Books for Further Studies
- “Financial Accounting: An Introduction” by Pauline Weetman
- “Principles of Corporate Finance” by Richard A. Brealey, Stewart C. Myers, and Franklin Allen
- “Company Law” by Alan Dignam and John Lowry
- “Corporate Finance: Theory and Practice” by Aswath Damodaran
Accounting Basics: “Nominal Capital” Fundamentals Quiz
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