Issue of Share Capital refers to the process by which a company raises funds by offering its shares to the public, existing shareholders, or private investors. Share capital represents the ownership funds of a company and is divided into shares of a fixed nominal value. When shares are issued, investors contribute money to the company and become shareholders with rights such as voting and dividends. The issue of share capital is an important source of long-term finance and helps companies expand their business operations, purchase assets, and meet financial requirements.
Example of Issue of Shares
A company issues 1,000 shares of ₹10 each at par.
- Application money received: ₹5 per share
- On allotment: ₹3 per share
- On final call: ₹2 per share
Journal Entries:
- Bank A/c Dr. To Share Application A/c (₹5,000)
- Share Application A/c Dr. To Share Capital A/c
- Bank A/c Dr. To Share Allotment A/c (₹3,000)
- Bank A/c Dr. To Share Call A/c (₹2,000)
Objectives of Issue of Share Capital
- To Raise Long-Term Capital
The primary objective of issuing share capital is to raise long-term funds for the company. Share capital provides permanent financial resources that do not require repayment like loans or debentures. These funds remain in the business until it is wound up, making them ideal for long-term investments. Companies use this capital to finance expansion, purchase assets, and support large-scale operations. Unlike borrowed funds, there is no fixed interest burden. Therefore, raising long-term capital is a key objective of share capital issue because it ensures financial stability and supports continuous business growth and development.
- To Finance Business Expansion
Another important objective of issuing share capital is to finance business expansion activities. Companies require large amounts of funds to open new branches, enter new markets, increase production capacity, and adopt new technologies. Share capital provides the necessary financial support without increasing debt burden. This allows businesses to grow steadily and compete effectively in the market. Expansion funded through equity also reduces financial risk compared to borrowing. Therefore, financing expansion is a major objective of share capital issue because it helps companies increase their scale of operations and improve market presence.
- To Reduce Dependence on Borrowings
Issuing share capital helps companies reduce their dependence on borrowed funds such as loans and debentures. Excessive borrowing increases financial risk due to fixed interest and repayment obligations. By raising funds through shares, companies can strengthen their equity base and maintain a balanced capital structure. This reduces financial pressure and improves stability. Investors also gain confidence when a company relies on equity financing. Therefore, reducing dependence on borrowings is an important objective of share capital issue because it helps maintain financial flexibility and lowers the risk of financial distress.
- To Strengthen Financial Position
One of the key objectives of issuing share capital is to strengthen the financial position of the company. A strong equity base improves solvency, liquidity, and overall financial stability. It also enhances the company’s ability to absorb losses and withstand economic uncertainties. A well-capitalized company is viewed as financially sound by investors, creditors, and financial institutions. This improves credibility in the market. Therefore, strengthening the financial position is an important objective of share capital issue because it builds financial confidence and ensures long-term sustainability of business operations.
- To Acquire Assets and Resources
Companies issue share capital to acquire fixed assets such as land, buildings, machinery, and equipment required for business operations. These assets are essential for production and service delivery. Share capital provides the necessary funds without creating debt obligations. This allows companies to invest in infrastructure and improve operational efficiency. Asset acquisition also supports modernization and technological advancement. Therefore, acquiring assets and resources is a major objective of share capital issue because it enables companies to build a strong operational base and enhance productivity.
- To Enhance Creditworthiness
Issuing share capital improves the creditworthiness of a company in the financial market. A higher equity base indicates financial strength and reduces dependence on external borrowings. This makes lenders and financial institutions more willing to provide loans at favorable terms. Investors also trust companies with strong share capital because they are considered less risky. Improved creditworthiness helps in raising additional funds when required. Therefore, enhancing creditworthiness is an important objective of share capital issue because it strengthens financial reputation and improves access to future financing opportunities.
- To Distribute Ownership
Another objective of issuing share capital is to distribute ownership among a large number of shareholders. This helps spread financial risk and reduces the burden on a few individuals. When ownership is widely distributed, the company can raise large amounts of capital from many investors. It also improves public participation in business activities. Shareholders become part owners and share in profits through dividends. Therefore, distributing ownership is an important objective of share capital issue because it enables large-scale fund collection and reduces individual financial burden.
- To Ensure Business Continuity
Issuing share capital helps ensure long-term business continuity. Since share capital is permanent in nature, it provides a stable source of finance that supports ongoing operations. It helps companies survive economic fluctuations, losses, and unexpected financial challenges. Unlike loans, it does not require repayment during business operations, reducing financial pressure. This stability allows management to focus on growth and efficiency. Therefore, ensuring business continuity is a key objective of share capital issue because it provides financial security and supports uninterrupted business operations over time.
Types of Share Capital Issue
1. Authorised Share Capital
Authorised Share Capital is the maximum amount of capital that a company is legally permitted to issue as per its Memorandum of Association. It is also called nominal or registered capital. A company cannot issue shares beyond this limit unless it increases its authorised capital through legal procedures. This limit provides control over capital expansion and ensures proper regulation of company finance. It does not represent actual funds received but only the upper ceiling.
Example: If a company has authorised capital of ₹10,00,000 divided into 1,00,000 shares of ₹10 each, it can issue shares up to this limit only, not beyond it.
2. Issued Share Capital
Issued Share Capital refers to that part of authorised capital which the company actually offers to investors for subscription. It represents the shares that are issued to the public or selected investors for raising funds. Issued capital may be equal to or less than authorised capital. It shows the company’s intention to raise funds from shareholders. It becomes relevant only when shares are offered to investors.
Example: If a company has authorised capital of ₹10,00,000 but issues shares worth ₹6,00,000, then ₹6,00,000 is called issued share capital, while the remaining ₹4,00,000 remains unissued.
3. Subscribed Share Capital
Subscribed Share Capital is the portion of issued capital that is actually accepted and agreed to be taken by investors. It shows the actual demand for shares in the market. Subscribed capital may be fully or partially subscribed depending on investor interest. It is more realistic than issued capital because it reflects actual commitment from shareholders. It forms the basis for further accounting entries such as allotment.
Example: A company issues 60,000 shares of ₹10 each (₹6,00,000), but investors apply for only 50,000 shares. Therefore, subscribed capital is ₹5,00,000.
4. Called-Up Share Capital
Called-Up Share Capital refers to the portion of subscribed capital that the company demands from shareholders as payment. Companies do not usually collect full payment at once; instead, they collect in stages such as application, allotment, and calls. Called-up capital is the amount that shareholders are legally required to pay on their shares. It helps companies manage cash flow efficiently.
Example: If 50,000 shares of ₹10 each are issued and the company calls up ₹8 per share, then called-up capital is ₹4,00,000 (50,000 × ₹8).
5. Paid-Up Share Capital
Paid-Up Share Capital is the actual amount received by the company from shareholders against the called-up amount. It represents the real contribution of shareholders and is shown in the Balance Sheet. It may be equal to or less than called-up capital if some shareholders default in payment. Paid-up capital reflects the financial strength of a company.
Example: If ₹8 per share is called on 50,000 shares (₹4,00,000), but shareholders pay only ₹7 per share, then paid-up capital is ₹3,50,000.
6. Uncalled Share Capital
Uncalled Share Capital is the portion of subscribed capital that has not yet been demanded by the company. It remains unpaid until the company makes further calls on shares. This amount is not immediately due but may be called in future as needed. It provides financial flexibility to the company.
Example: If shares are of ₹10 each and the company has called up only ₹8 per share, then ₹2 per share remains uncalled capital. This amount may be demanded later by the company.
7. Reserve Share Capital
Reserve Share Capital is a portion of uncalled capital that a company decides to call only in the event of liquidation. It cannot be called during normal business operations. This amount is kept as a financial safeguard for creditors. It provides security in case the company is wound up. It is created by passing a special resolution.
Example: A company may decide that ₹1 per share out of uncalled capital will be reserved for liquidation purposes. This amount is not used for regular business funding.
8. Equity and Preference Share Capital
Equity Share Capital represents ownership in the company and carries voting rights. Equity shareholders receive dividends only after preference shareholders are paid. Preference Share Capital carries preferential rights in dividend distribution and capital repayment but usually does not have voting rights. These shares provide fixed returns and are less risky. Both types form important components of a company’s capital structure.
Example: A company issues ₹5,00,000 equity shares and ₹3,00,000 preference shares. Equity shareholders get ownership control, while preference shareholders receive fixed dividends before equity holders.
Stages in Issue of Share Capital
Stage 1. Issue of Prospectus
The first stage in the issue of share capital is the issue of a prospectus. A prospectus is an official document issued by a company inviting the public to subscribe to its shares. It contains detailed information about the company such as financial statements, objectives, capital structure, and risk factors. This document helps investors make informed decisions before investing. It must comply with legal requirements and be approved by regulatory authorities. Therefore, the issue of prospectus is an important stage as it initiates the public offering process and ensures transparency and investor awareness.
Stage 2. Receipt of Applications
In this stage, investors apply for shares by filling out application forms and paying application money. The company receives these applications during the subscription period. The application money is usually a portion of the total share price. This stage helps the company assess demand for its shares in the market. If applications exceed the number of shares offered, it may result in oversubscription. Therefore, receipt of applications is a crucial stage because it reflects investor interest and determines the level of demand for the company’s shares.
Stage 3. Allotment of Shares
Allotment of shares is the stage where the company officially distributes shares to applicants based on their applications. If shares are oversubscribed, allotment may be made on a proportionate basis or through a lottery system. Once shares are allotted, applicants become shareholders of the company. The application money is adjusted against the share capital during allotment. Therefore, allotment is a very important stage because it legally establishes the ownership relationship between the company and its shareholders and finalizes the distribution of issued shares.
Stage 4. Calls on Shares
Calls on shares refer to the process of collecting the remaining unpaid amount on shares in installments after allotment. These installments may include first call and final call. The company informs shareholders about the due amount and collects payments within a specified time. This ensures smooth cash flow for the company and reduces financial burden on investors. Therefore, calls on shares are an important stage because they help the company collect the full value of share capital in a systematic and planned manner.
Stage 5. Receipt of Call Money
After making calls, the company receives call money from shareholders. This completes the payment process for shares issued. The amounts received are recorded in the company’s books and transferred to share capital accounts. Timely receipt of call money is important for maintaining liquidity and financial stability. If shareholders fail to pay, the company may take action such as forfeiture of shares. Therefore, receipt of call money is a key stage because it ensures completion of capital collection and strengthens the company’s financial base.
Stage 6. Forfeiture of Shares (If Necessary)
If shareholders fail to pay call money, the company may forfeit their shares. Forfeiture means cancellation of shares and loss of money already paid by shareholders. These shares may later be reissued to other investors. This step ensures discipline in payment and protects the company’s financial interests. Therefore, forfeiture of shares is an optional but important stage in the issue process, as it enforces compliance and ensures proper collection of share capital.
Stage 7. Reissue of Forfeited Shares
After forfeiture, the company may reissue the shares to new investors at par, premium, or discount. The amount received from reissue is recorded in the books, and the forfeited amount may be transferred to capital reserve. This helps the company recover lost capital and maintain financial stability. Therefore, reissue of shares is an important stage because it allows the company to utilize forfeited shares effectively and restore its capital structure.
Stage 8. Completion and Reporting
The final stage is the completion of the issue process and proper reporting in financial statements. The company ensures that all share capital transactions are accurately recorded in the books of accounts. Disclosure is made in the Balance Sheet under share capital. This stage ensures compliance with legal and accounting standards. Therefore, completion and reporting is an essential stage because it provides transparency and finalizes the share capital issue process in a structured manner.
Methods of Issue of Share Capital
1. Public Issue of Shares
Public issue of shares is a method where a company offers its shares to the general public through a prospectus. It is widely used by companies to raise large amounts of capital from a broad investor base. The company invites applications from the public and lists its shares on a stock exchange. This method involves strict legal compliance and full disclosure of financial information to protect investors. It is suitable for large companies seeking long-term finance. Therefore, public issue is an important method because it helps companies raise substantial funds and increase market participation.
2. Initial Public Offer (IPO)
Initial Public Offer (IPO) is the first time a private company offers its shares to the public. It marks the transition of a private company into a public company. The IPO process includes valuation, prospectus issuance, subscription, and listing on stock exchanges. It helps companies raise significant capital for expansion and growth. It also increases brand visibility and credibility in the market. Therefore, IPO is an important method of share capital issue because it provides access to public investment and helps companies enter capital markets for the first time.
3. Follow-on Public Offer (FPO)
Follow-on Public Offer (FPO) refers to the issue of additional shares by a company that is already listed on the stock exchange. It is used to raise more capital after the IPO. Companies use FPO for expansion, debt repayment, or business restructuring. It allows both existing and new investors to participate in shareholding. This method strengthens the financial base of the company. Therefore, FPO is an important method of share capital issue because it helps listed companies raise additional funds from the public market when needed.
4. Private Placement
Private placement is a method in which shares are issued to a selected group of investors instead of the general public. These investors may include financial institutions, mutual funds, banks, or high-net-worth individuals. This method is faster and involves fewer regulatory requirements compared to public issues. It is suitable for companies needing quick access to funds. Therefore, private placement is an important method of share capital issue because it provides flexibility, speed, and targeted fundraising from trusted investors.
5. Rights Issue
Rights issue is a method where a company offers new shares to its existing shareholders in proportion to their current holdings. The shares are usually offered at a discounted price. This method helps companies raise additional capital while maintaining control among existing shareholders. It also prevents dilution of ownership. Therefore, rights issue is an important method of share capital issue because it allows companies to raise funds efficiently while rewarding and involving existing shareholders in business growth.
6. Bonus Issue
Bonus issue refers to the issuance of free additional shares to existing shareholders from accumulated profits or reserves. No cash is received from shareholders in this method. Instead, reserves are converted into share capital. Bonus shares are issued in a fixed ratio, such as 1:2 or 1:5. This method increases the number of shares without changing the total investment value. Therefore, bonus issue is an important method because it rewards shareholders and strengthens the company’s capital structure without affecting cash flow.
7. Preferential Issue
Preferential issue is a method where shares are issued to a select group of investors such as promoters, financial institutions, or strategic partners. It is used when companies want to raise funds quickly and strengthen relationships with key investors. This method is regulated by legal guidelines to ensure fairness and transparency. Therefore, preferential issue is an important method of share capital issue because it enables targeted fundraising and supports strategic investment decisions.
8. Sweat Equity Shares
Sweat equity shares are issued to employees or directors as a reward for their contribution to the company’s growth. These shares are issued at a discount or in exchange for services, intellectual property, or expertise. This method helps motivate employees and retain skilled talent. It also aligns employee interests with company performance. Therefore, sweat equity shares are an important method because they recognize contribution and improve employee loyalty and productivity.
Importance of Issue of Share Capital