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SH02 Form UK: File Share Capital Changes (2026)

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Part ofCompanies House Forms UK

Updated June 2026 · England & Wales
When a UK company reshapes its share capital, whether by combining shares into larger units, splitting them into smaller ones, buying them back from shareholders, or turning stock back into shares, Companies House needs to be told. Form SH02 is the notice that does this job. It sits alongside the shareholder resolution that authorised the change and creates the public record of what has happened to the company's capital structure. Getting this filing right matters because the company's registered share capital is what banks, investors, auditors and HMRC rely on when looking at who owns what. This page walks through when SH02 is needed, what goes on the form, how the filing fits with the underlying resolution, and the practical points that trip companies up. If you want to talk it through with someone before filing, the call option at the end of the page connects you with an experienced legal adviser.

What this document is

Form SH02 is the Companies House notice used when a limited company consolidates its shares, sub-divides them, redeems shares, or reconverts stock back into shares. Each of these is a distinct corporate action with its own purpose. Consolidation merges several shares of a lower nominal value into one share of a higher nominal value, which tidies up a fragmented share register.

Sub-division does the reverse, taking a single share and splitting it into several smaller units, often to make the shares more transferable or to support an employee share scheme. Redemption covers the buyback of redeemable shares under their stated terms, removing those shares from circulation.

Reconversion of stock into shares is now uncommon since the Companies Act 2006 largely removed the ability to convert shares into stock, but the form still caters for legacy situations. The SH02 tells the registrar what changed, when it changed, and what the new share capital looks like.

It does not replace the board minutes, members' resolution or statement of capital that sit behind the change, but it is the public-facing notification that keeps the register accurate.

How to use this document

  1. Confirm the authority for the change. Before anything goes on Form SH02, check the company's articles permit the action you want to take. Consolidations and sub-divisions usually need an ordinary resolution, redemptions must follow the terms set when the shares were issued, and any relevant articles provisions must be respected. Without proper authority, the filing sits on top of a defective decision.
  2. Pass the shareholder resolution. Hold the general meeting or circulate a written resolution as required. Record the date carefully because Form SH02 asks for the resolution date and it cannot be in the future or before 1 October 2009, which is when the current regime came into force. Keep a signed copy of the resolution for the company's records and for filing where required.
  3. Complete the share capital details. Fill in the company name and registered number exactly as they appear on the public register, then set out the changes to the issued share capital. You will need to show the position before and after the change, including the number of shares in each class, their nominal value, the aggregate amount unpaid and the currency. Accuracy here matters because this data flows straight into the public record.
  4. Prepare the statement of capital. An updated statement of capital must accompany the notice, showing the new structure after consolidation, sub-division, redemption or reconversion. Include the prescribed particulars of rights attaching to each class of share. Many filings are rejected because the statement of capital does not match the figures given elsewhere on the form.
  5. Sign and file with Companies House. A director, secretary or other authorised person signs the form. File within one month of the resolution or the redemption date, depending on which action triggered it. Online filing through the Companies House service is usually faster than paper, and the register is updated once the notice is accepted.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.

Common questions

Q When does a company need to file Form SH02?
A company must file SH02 whenever it consolidates existing shares into larger units, sub-divides shares into smaller units, redeems redeemable shares, or reconverts stock back into shares. The filing must reach Companies House within one month of the change taking effect. Missing the deadline can lead to enforcement action against the company and its officers, so diarising the filing date alongside the resolution is sensible practice.
Q What is the difference between SH01, SH02 and SH03?
SH01 is used when a company allots new shares after incorporation, increasing the issued share capital. SH02 covers consolidation, sub-division, redemption and reconversion of stock. SH03 is the return of purchase of own shares, filed when a company buys back its own shares under a separate buyback procedure. They deal with different corporate actions, so choosing the right form depends on exactly what the company is doing.
Q Do shareholders have to approve a sub-division or consolidation?
Yes, in almost every case. Under the Companies Act 2006, a company can only sub-divide or consolidate its shares if the members pass a resolution authorising it, and the articles must not prohibit the action. Most modern articles allow these changes by ordinary resolution, but older articles sometimes require a special resolution. Checking the articles before calling the meeting avoids having to redo the process.
Q Can I file Form SH02 online?
Companies House supports electronic filing of SH02 through its online services, and this is generally quicker and less error-prone than paper. Some more complex capital changes still need to be filed on paper, particularly where unusual share rights or multiple currencies are involved. If the online system will not accept the change you want to record, a paper filing to the Cardiff office is the fallback.
Q What happens if the statement of capital is wrong?
If the figures on the statement of capital do not reconcile with the rest of the form or with the existing register, Companies House will usually reject the filing and ask for a corrected version. That delays the update to the public record and can cause problems if auditors or lenders are relying on the new position. It is worth double-checking the arithmetic and the class-by-class breakdown before submission.
Q Does redeeming shares reduce the company's share capital?
Redemption removes the redeemed shares from issue, but the treatment of the capital depends on how the redemption was funded. Redemptions out of distributable profits or a fresh issue do not usually count as a capital reduction, while redemptions funded out of capital for private companies follow a separate statutory procedure with additional filings. Form SH02 records the redemption itself; any capital reduction route may need further notices.
Q Is stamp duty payable on a sub-division or consolidation?
A straightforward sub-division or consolidation does not usually involve a transfer of shares between people, so stamp duty is not normally triggered. Redemptions and buybacks are treated differently and can have tax consequences for both the company and the exiting shareholder. Because the tax position depends on how the transaction is structured, it is worth checking with an accountant before completing the filing.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.