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Form SH16 UK: Cancel a Special Resolution (Guide)

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Part ofCompanies House Forms UK

Written 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.
Updated June 2026 · England & Wales
When a company passes a special resolution, there are limited circumstances in which a minority of shareholders can ask the court to cancel it. Section 722 of the Companies Act 2006 gives qualifying shareholders the right to apply to court in certain situations, and Form SH16 is the notice used to tell the company that such an application has been made. It is a procedural notice rather than the application itself, but getting it right matters because missed steps can weaken the whole challenge. This page walks through what SH16 does, when it is used, who can file it and what to think about before going down this route. If you are weighing up whether to challenge a resolution passed by the majority, you can also book a call with an experienced legal adviser to talk through what you are dealing with.

What this document is

Form SH16 is the statutory notice a shareholder (or group of shareholders) sends to a company to let it know that an application has been made to the court to cancel a special resolution. The form sits alongside the court application itself, which is made under section 722(1) of the Companies Act 2006.

The usual context is where the court's power to cancel a resolution has been engaged by a specific provision of the Act, for example certain resolutions relating to redenomination of share capital or variation of class rights, where a minority holding a prescribed percentage of the shares can object. SH16 does not set out the grounds of the challenge in any detail.

Its purpose is to put the company on formal notice that the court has been asked to intervene, so the company knows a resolution it has passed is not yet settled. The court application itself, with supporting evidence, is a separate and more substantive piece of work.

How to use this document

  1. Check whether the resolution can actually be challenged. Not every special resolution can be cancelled by the court. The right to apply under section 722 only exists where another section of the Companies Act 2006 gives minority shareholders that specific right. Read the provision carefully, or take guidance, before spending time on the notice.
  2. Confirm you meet the shareholder threshold. The right to apply is usually restricted to shareholders holding a minimum percentage of the issued share capital (or a class of it) who did not vote in favour of the resolution. Check the exact threshold in the section of the Act that gives rise to the right, because it varies depending on the type of resolution involved.
  3. Act within the statutory time limit. Applications to cancel a special resolution must be made within a short window after the resolution is passed, typically measured in days rather than weeks. If the deadline is missed, the right to challenge is generally lost. Note the date the resolution was passed and work backwards from the statutory cut-off.
  4. Prepare and file the court application. SH16 is the notice to the company, but the substantive work is the court application itself. You will need to set out the grounds relied on, file the appropriate court forms, and pay any court fee. The procedure and venue depend on the type of application, so check the current Civil Procedure Rules and gov.uk for the latest requirements.
  5. Send Form SH16 to the company. Complete SH16 with the company details, the date of the resolution, and confirmation that an application has been made to the court. Serve it on the company at its registered office. Keep a dated copy and proof of delivery in case the timing of notice becomes relevant later in proceedings.

Common questions

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 What is a special resolution?
A special resolution is a shareholder decision that needs the support of at least 75% of the votes cast. It is reserved for significant matters such as changing the company's articles, reducing share capital, or approving a winding-up. The notice period and voting threshold are stricter than for an ordinary resolution, reflecting the weight of the decisions involved.
Q Who can apply to court to cancel a special resolution?
Only shareholders who did not consent to the resolution and who hold a minimum percentage of the relevant shares can usually apply. The exact percentage depends on which section of the Companies Act 2006 gives rise to the right. Directors and the company itself cannot use this route, and neither can shareholders who voted in favour.
Q Is there a deadline for filing SH16?
Yes. The application to court, and therefore the associated notice on Form SH16, must be made within the statutory window set out in the relevant section of the Act. This is typically a short period running from the date the resolution was passed. Missing the deadline usually ends the right to challenge, so diary the cut-off carefully.
Q Does filing SH16 stop the resolution taking effect?
Not automatically. The effect of an application on a resolution depends on the specific section of the Companies Act 2006 under which it is brought. In some cases the resolution is effectively suspended until the court rules; in others the company can continue to act on it. The court can also make interim orders about how things proceed.
Q Where do I send Form SH16?
SH16 is served on the company itself, usually at its registered office, rather than filed at Companies House in the normal way. The court application that triggers the notice is filed separately with the court. Check the current form and guidance on gov.uk for any updates to the filing and service process.
Q Do I need a solicitor to make this type of application?
You are not legally required to use a solicitor, but applications to cancel a special resolution involve court procedure, evidence, and strict time limits. Most shareholders find it worthwhile to take proper advice before filing. If you want to think through your options first, a call with an experienced legal adviser can help you understand what you are getting into.
Q What happens if the court agrees to cancel the resolution?
If the court is satisfied the grounds for cancellation are made out, it can cancel the resolution or confirm it on terms it considers appropriate. The court has wide discretion and can also make consequential orders, for example about how the company is run going forward or about the purchase of the objecting shareholders' shares.
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.

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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.