Minimum Capital Requirements: All 7 Countries Compared

Last verified: 2026-05-02

“Minimum capital” is the most-asked and most-misleading question in cross-border incorporation. The headline number rarely tells you what you actually need to wire to the company bank account before registration. Some countries (UK, US, NZ) can register with sub-cent capital. Sweden requires SEK 25,000 paid in cash or kind. France SAS technically allows €1 but a serious bank will refuse to open an account at that level. This guide gives you the statutory minimum, the practical minimum, and what happens if you fall below.

Quick Answer (TL;DR)

• Lowest legal floor: UK Ltd (£0.01), US LLC ($0), Australia Pty Ltd ($0), New Zealand Ltd (NZ$0), Canada (CAD$0).
• Hard floor: Sweden AB SEK 25,000 (paid in before registration).
• Token floor with practical bank pressure: France SAS / SARL €1 statutory but banks expect €1,000+ for working account.
• No required minimum, but watch undercapitalisation: US LLC, UK Ltd — if you trade insolvent, directors can be personally liable.

Comparison Table at a Glance

Country-by-Country Deep Dive

United Kingdom — £0.01 Minimum, Practically £1

Statute: Companies Act 2006 s.10 (statement of capital), s.542 (nominal value).

A UK private limited company can be formed with one share of any nominal value not less than £0.01. The standard pattern is one ordinary share of £1 nominal value held by the founder.

Issued vs paid-up. Issued share capital is the headline number on the statement of capital. Paid-up is what shareholders have actually transferred to the company. UK law allows partly-paid shares, but in practice founders pay up all shares immediately to avoid disputes.

Source: https://www.legislation.gov.uk/ukpga/2006/46/section/10

United States — Most States Have No Minimum

Statute (Delaware): DGCL §102 (certificate of incorporation), §151 (classes of stock).

Delaware allows par value as low as $0.0001 per share. Wyoming, Nevada, California, New York all have no statutory minimum. The standard cap-table for a Delaware C-Corp is 10,000,000 authorised shares at $0.0001 par value, with 8,000,000 issued to founders at zero or nominal value.

LLC. Wyoming LLC, Delaware LLC, Nevada LLC have no minimum capital and no concept of par value. Members contribute under the operating agreement.

Source: https://delcode.delaware.gov/title8/c001/

France — €1 Statute, Bank Reality is Different

Statute: Code de commerce art. L.227-1 (SAS), L.223-2 (SARL).

Both SAS and SARL allow €1 minimum capital since the 2003 Loi Dutreil reform.

Crucial detail — paid-in fraction:

• SAS: half (50%) of cash contributions paid at incorporation; the rest within 5 years (L.227-1).
• SARL: one-fifth (20%) of cash contributions paid at incorporation; rest within 5 years (L.223-7).

Bank reality. A French bank opening a compte de capital will rarely accept €1. Most retail banks expect €1,000–€5,000. Online players (Qonto, Shine) accept €100. The ratio of capital to projected first-year revenue is reviewed by the bank’s KYC compliance team.

Source: https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000006226048

Sweden — SEK 25,000 Hard Floor

Statute: Aktiebolagslagen (2005:551) Ch. 1 § 5.

“Aktiekapitalet ska uppgå till minst 25 000 kronor i ett privat aktiebolag.”

The 2020 reform reduced minimum AB share capital from SEK 50,000 to SEK 25,000. The full amount must be paid in cash to a Swedish bank account or contributed in kind, with documentation, before registration.

Public company AB: SEK 500,000 minimum (Ch. 1 §14).

Apportegendom (in-kind contribution). A non-cash contribution must be valued by an authorised auditor (Ch. 2 §19), even for the minimum SEK 25,000.

Source: https://www.riksdagen.se/sv/dokument-och-lagar/dokument/svensk-forfattningssamling/aktiebolagslag-2005551_sfs-2005-551/

Australia — No Statutory Minimum

Statute: Corporations Act 2001 (Cth) s.117.

There is no minimum share capital in the Corporations Act. The standard formation issues 1 to 100 ordinary shares at A$1 each.

Caveat — solvency declaration. Directors must sign a declaration of solvency every year (s.347A) and trading insolvent triggers personal liability under s.588G. Adequate working capital is a director duty regardless of statutory minimum.

Source: https://www.legislation.gov.au/Details/C2024C00010

New Zealand — No Statutory Minimum

Statute: Companies Act 1993 s.36 (issue of shares).

No minimum number or value of shares. Most NZ Ltd companies issue 100 ordinary shares at NZ$1.

The s.4 solvency test applies to every distribution (dividend), share buy-back, or financial assistance. Directors must reasonably believe the company can pay debts as they fall due.

Source: https://www.legislation.govt.nz/act/public/1993/0105/latest/DLM319570.html

Canada — No Statutory Minimum

Statute: CBCA s.24 (no par value); OBCA s.22; BCBCA s.40.

Canada’s modern corporate statutes (federal and provincial) abolished par value. Shares are issued for whatever consideration the directors set (CBCA s.25). The minimum is one share to one shareholder at any value.

Source: https://laws-lois.justice.gc.ca/eng/acts/c-44/

Decision Framework / Q&A

Q1: Can I really form a UK Ltd with one £0.01 share?

Yes statutorily, but no banker will open an account for a company with capital of one penny. The practical minimum is £100–£500 of issued and paid-up share capital to pass bank KYC.

Q2: France says €1. Why does my bank ask for €5,000?

Because the bank is looking at the capital social not as a legal minimum but as a credibility signal. A SAS with €1 capital and a €100,000 first-year invoice is a flag for fraud. Wire €1,000–€5,000 and you will pass.

Q3: Sweden requires SEK 25,000 in cash. What if I have no cash?

You can contribute apportegendom — equipment, IP, or services with a fair value of SEK 25,000+. The contribution must be valued by an authorised revisor (auditor) under ABL Ch. 2 §19, which costs SEK 5,000–SEK 15,000. For most founders, wiring SEK 25,000 cash is cheaper.

Q4: My US LLC has $0 capital. Will the IRS care?

The IRS does not care about capital. State law does not require minimum capital. The risk is veil-piercing: if you operate the LLC with $0 working capital, courts may treat the LLC as the alter ego of the member and impose personal liability. Capitalise to a level reasonable for your business — typically 3 months of operating expense.

Q5: I want to capitalise high to look credible. Any downside?

Yes. In Sweden, capital you put in cannot be paid back as a dividend except via formal capital reduction (Ch. 20 ABL), which requires Bolagsverket approval. In France, the SAS président cannot extract paid-in capital except via réduction de capital (PV d’AG). In the UK, capital reduction needs a special resolution and solvency statement (CA 2006 s.642). Plan capital intentionally — going up is easy, going down is paperwork.

Common Pitfalls (Gyoseishoshi View)

1. Wiring “capital” to a personal account before incorporation in Sweden. The insättningsbevis must come from the company bank account opened for the formation.

2. Forgetting the SAS 50% / SARL 20% paid-in fraction in France and leaving the rest unpaid past 5 years — directors face injunction from creditors.

3. Issuing 1,000,000 founder shares at $0.0001 in Delaware without a §83(b) election. Unfunded grant + low FMV = small upfront tax. Wait beyond 30 days and lose the §83(b) window — taxable event on every vesting.

4. Calling a director loan “capital” in any jurisdiction. A loan is debt, not equity, and is taxed differently on repatriation.

5. Treating UK Ltd statement of capital as the “company’s money.” It is the value of issued shares, not cash on hand. They are unrelated.

6. Missing the Sweden auditor valuation for apportegendom — registration is rejected.

Conclusion

The headline numbers are easy: UK £0.01, US $0, France €1, Sweden SEK 25,000, Australia A$0, NZ NZ$0, Canada CAD$0. The practical numbers — what your bank requires, what passes KYC, and what survives a solvency test in year two — are different. Plan capital based on operating runway, not statutory floor. Twelve months of operating expense as paid-up capital is a defensible standard everywhere.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not solicitors, barristers, attorneys, avocats, or licensed legal practitioners in any jurisdiction.

Sources

• UK Companies Act 2006 s.10 / s.542: https://www.legislation.gov.uk/ukpga/2006/46/contents
• US Delaware DGCL §102 / §151: https://delcode.delaware.gov/title8/c001/
• US Wyoming Statutes §17-29: https://wyoleg.gov/statutes/compress/title17.pdf
• France Code de commerce L.227-1: https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000006226048
• France L.223-2 SARL: https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000006223957
• Sweden Aktiebolagslagen Ch.1 §5: https://www.riksdagen.se/sv/dokument-och-lagar/dokument/svensk-forfattningssamling/aktiebolagslag-2005551_sfs-2005-551/
• Australia Corporations Act 2001 s.117: https://www.legislation.gov.au/Details/C2024C00010
• New Zealand Companies Act 1993 s.36: https://www.legislation.govt.nz/act/public/1993/0105/
• Canada CBCA s.24: https://laws-lois.justice.gc.ca/eng/acts/c-44/section-24.html
• Bolagsverket capital requirements: https://bolagsverket.se/en/foretag/aktiebolag/