Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
If your company does not have a share capital and you have recently created a new class of members, there is a filing obligation you need to be aware of. Form SH11 is the notice used to tell Companies House about that new class and the rights that come with it.
This matters because companies limited by guarantee, many clubs, and not-for-profit structures often operate without share capital, and their membership classes play the same role that share classes play in a share company. Getting the notification right keeps the public record accurate and keeps the company on the right side of its statutory duties.
On this page I walk through what SH11 is for, when you need to file it, what information goes on the form, and where it sits within the Companies Act 2006.
What this document is
Form SH11 is a Companies House filing used by companies that do not have a share capital when they create a new class of members. Rather than dealing with share classes, these companies have membership classes, and each class can carry different rights, voting arrangements, or restrictions.
When a new class is brought into existence, the registrar needs to be told about it so the public record reflects the current structure of the company. The form itself captures the particulars of the rights attached to the new class.
That typically covers things like voting entitlement, rights to participate in decisions of the company, any limits on membership, and any conditions that apply when someone joins or leaves the class. Because the form exists for companies without share capital, you will usually see it used by companies limited by guarantee, including charities incorporated as companies, trade bodies, membership organisations, and community interest companies that have chosen a guarantee structure. Filing SH11 is how the company meets the notification duty set out in section 638 of the Companies Act 2006.
How to use this document
Confirm SH11 is the correct form. Before anything else, check that your company does not have a share capital. SH11 is specifically for companies without share capital. If your company issues shares, a different set of forms applies to share class changes, and filing SH11 would not be appropriate in that situation.
Pin down the date the new class was created. The one-month filing clock starts from the date the class comes into existence. That is usually the date of the members' resolution or the date the governing document is amended. Make sure you record the correct effective date because it drives the filing deadline.
Write out the rights attached to the new class. Set out clearly what members of this new class can and cannot do. Consider voting rights, any entitlement to distributions or surplus on winding up, restrictions on transfer of membership, rights to attend meetings, and any conditions tied to joining or leaving. Accuracy here matters because the filing becomes part of the public record.
Complete Form SH11 and have it signed. Fill in the company name and registered number, describe the new class, and attach the particulars of the rights. A director or the company secretary should sign. Double check every field before filing, as corrections mean submitting further paperwork to fix the register.
File with Companies House within one month. Send the completed form to Companies House inside the one month window. Keep a copy on the company's own records alongside the resolution or governing document change that created the class. Missing the deadline can lead to penalties for the company and its officers.
Form SH11 is used by companies that do not have a share capital when they create a new class of members. That typically means companies limited by guarantee, including membership organisations, trade associations, and many charitable companies. If your company issues shares, SH11 is not the right form, and you would look at the forms that deal with share class changes instead.
Q What is the deadline for filing SH11?
The Companies Act 2006 requires the notice to reach Companies House within one month of the date the new class was created. The created date is usually tied to the members' resolution or the amendment to the company's governing document. Diary the deadline as soon as the class is approved so the filing is not overlooked.
Q What happens if the form is not filed on time?
Section 638 treats late or missed filing as an offence committed by the company and every officer in default. On summary conviction a fine can be imposed, and there is a daily default fine for continued non-compliance. Penalties change over time, so check gov.uk for the current amounts. The simplest course is to file promptly once the class is created.
Q What information goes on the form?
You provide the company name and number, a description of the new class, and the particulars of the rights attached to that class. Rights commonly cover voting, any financial entitlements, conditions of membership, and any restrictions. The goal is to give enough detail that someone reading the public record can understand how the class works.
Q Does SH11 cover changes to an existing class?
SH11 is aimed at the creation of a new class rather than changes to rights of an existing class. If you are varying the rights of an existing membership class, a different notification may apply. It is worth checking the relevant sections of the Companies Act 2006 and the Companies House guidance to make sure you are using the correct form for the change you are making.
Q Do we still need to update the company's governing document?
Yes. Filing SH11 with Companies House is a separate step from making the change internally. The creation of a new class usually requires an amendment to the articles or other constitutional document, passed in line with the company's rules. Keep the resolution and updated articles on the company's records as evidence of how and when the class came into existence.
Q Can the form be filed online?
Availability of online filing for particular Companies House forms can change. Check the Companies House service and gov.uk for the most up to date filing options for SH11. If online filing is not available, a paper submission to the registrar is the usual route. Either way, make sure the filing is received within the one month statutory window.
Getting the rights and restrictions right on SH11 matters because the filing becomes part of the public record. An experienced legal adviser can talk you through the filing on the phone and help you think through what to include based on what you describe.
✓Plain-English answers to your specific questions about SH11
✓Practical perspective on the rights and restrictions you are planning to attach
✓A clearer sense of the filing deadline and what to watch out for in your case
✓Guidance tailored to what you describe about your company's structure
Personal call · For information only · Independent advisers
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.
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.
