SH09 Form UK: Allot New Share Class (Unlimited Co)

What this document is

Form SH09 is the Companies House return used by an unlimited company when it allots shares of a class that did not previously exist in its share structure. It is the unlimited-company equivalent of the kind of return-of-allotment filing limited companies make, and it ensures the public record reflects the new class and the rights that come with it.

An unlimited company is a company registered under the Companies Act 2006 where the liability of members for the company's debts is not capped. That structure is less common than a company limited by shares or guarantee, but it is legitimate and can suit owners who value privacy of accounts and flexibility of capital over the protection of limited liability.

When such a company creates a brand new class of shares, SH09 records the number allotted, the nominal value, the currency, the amount paid up, and the prescribed particulars of the rights attaching to that class. Filing on time keeps the register accurate and avoids compliance headaches later.

How to use this document

1. Confirm the allotment is properly authorised. Before touching the form, check that the directors have the authority to allot and that the articles allow the new class to be created. You may need a shareholder resolution to amend the articles or to grant allotment authority, depending on how the company was set up.
2. Gather the class particulars. You will need the name you are giving the new class, the total number of shares being allotted in that class, the nominal value per share, the currency, and how much of the nominal value plus any premium has been paid up. Make sure your figures tie back to the board minutes and any subscription letters.
3. Set out the prescribed particulars of rights. This is the heart of the filing. Describe the voting rights, dividend entitlements, rights on a return of capital, and any redemption or conversion features. Be precise, because these particulars become the public description of what the class actually does.
4. Complete and check Form SH09. Fill in the company details, the date of allotment, and the particulars above. Cross-check names, numbers and dates against your statutory books. A small error here can mean a rejection and a second filing, which is avoidable if you slow down at this stage.
5. File with Companies House within the deadline. Allotment returns are generally required within a month of the allotment date. Send the completed form to Companies House and update your register of members and statement of capital so your internal records match what is now on the public register.

Common questions