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SH13 Form UK: Notice of Class of Members Name

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Part ofCompanies House Forms UK

Updated June 2026 · England & Wales
If your company is limited by guarantee or otherwise has no share capital, the way you describe groups of members matters. Giving a class of members a distinct name or designation is not just an internal housekeeping exercise, it triggers a reporting duty to Companies House. Form SH13 is the tool used to meet that duty. This page walks through what the form is for, when it needs to be filed, and the practical points company officers often ask about. It is written for directors, company secretaries, and anyone responsible for filings at a company without share capital who has recently created a new member class or renamed an existing one. The rules come from the Companies Act 2006, and the consequences of ignoring them can fall on the company and its officers personally.

What this document is

Form SH13 is the Companies House notice used by a company that does not have a share capital to record the name or designation it has given to a class of its members. Companies without share capital are commonly companies limited by guarantee, including charities, clubs, and membership organisations.

These companies often divide their members into groups with different voting rights, subscription obligations, or participation entitlements. When such a group is labelled, for example 'founding members', 'associate members', or 'life members', Companies House needs to know. The SH13 form captures the company number and name, the name or designation assigned to the class, and the date on which it was assigned.

It is signed by a director, secretary, or other authorised person and filed on paper with Companies House. The form exists so that the public record accurately reflects how the company's membership is structured, which matters for transparency and for anyone dealing with the company.

How to use this document

  1. Check whether the filing applies to you. Form SH13 is only relevant for companies without share capital. If your company is limited by shares, this form is not the right route and a different notification may apply. Confirm your company's status on the public register before proceeding.
  2. Identify the class and its assigned name. Look at the resolution, articles amendment, or board decision that created or renamed the class of members. Record the exact wording of the designation as it was adopted, since the form must reflect the name actually assigned and not a shortened version.
  3. Complete form SH13. Enter the company name and registration number, then set out the name or designation given to the class and the date the assignment took effect. The form is short but must be accurate. Errors can lead to the register being wrong, which in turn can cause problems later.
  4. Sign and file within one month. The Companies Act 2006 gives you one month from the date of assignment to deliver the notice to the registrar. Post the signed form to Companies House at the appropriate address for your jurisdiction, keeping a dated copy for your internal records.
  5. Update your internal registers. Once filed, make sure the company's register of members, minute book, and any membership documentation reflect the new designation consistently. This avoids confusion at future meetings and keeps your internal and public records aligned.

Common questions

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Common questions

Q Who needs to file form SH13?
Only companies that do not have a share capital need to use SH13. This typically means companies limited by guarantee, such as charities, social clubs, professional bodies, and community organisations. If the company gives a name or designation to any class of its members, or changes an existing one, the notice must be filed. Companies limited by shares use different forms for changes that affect their share classes.
Q What is the deadline for filing SH13?
The notice must reach Companies House within one month of the date the company assigned the name or designation to the class. The clock starts on the date of assignment, which is usually the date of the resolution or board decision that adopted the name. Filing late is an offence under the Companies Act 2006, so it is sensible to send the form as soon as the decision is made.
Q What happens if we miss the one-month deadline?
Missing the deadline is a criminal offence committed by the company and every officer in default. On summary conviction a fine can be imposed, and if the failure continues a daily default fine can be added for each day of non-compliance. Check gov.uk for the current fine levels on the standard scale. Filing late is better than not filing at all, as it stops the daily fine accruing.
Q Do we need to file SH13 if we only change the rights attached to a class?
SH13 specifically deals with the name or designation of a class of members, not changes to rights. If you are altering members' rights without renaming the class, a different notification may be required under a separate section of the Companies Act. Where rights and names change together, you may need to file more than one notice. If this applies, consider taking guidance before you file.
Q Can SH13 be filed online?
Companies House WebFiling does not cover every form. SH13 has historically been a paper filing, posted to the registrar at the address for the company's jurisdiction. Check the current position on gov.uk before filing, as Companies House periodically expands the range of forms available through digital channels.
Q What if we give the class a new name later on?
Each time a company assigns a new name or designation to a class of members, a fresh SH13 must be filed within one month of that later assignment. The duty is not a one-off. Renaming an existing class, splitting a class, or adopting a new designation in place of a previous one all trigger the filing requirement afresh.
Q Does SH13 apply to charitable incorporated organisations or unincorporated clubs?
No. SH13 is a Companies House filing under the Companies Act 2006 and applies only to registered companies without a share capital. Charitable incorporated organisations (CIOs) are regulated by the Charity Commission and have their own reporting rules. Unincorporated clubs and associations are not registered at Companies House at all, so this form does not apply to them.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

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.