Form SH10 UK: File Share Rights Changes at Companies House

At a glance

• What SH10 does: notifies Companies House of the particulars of a variation of rights attached to a class of shares, under section 637 of the Companies Act 2006.
• Deadline: within one month of the date the variation is made.
• Who it applies to: companies with a share capital only. Companies without share capital use form SH12, not SH10 (section 638 governs new classes of members instead).
• What counts as a variation: any change to voting, dividend, capital-return, or redemption/conversion rights attached to a class of shares — including amending or inserting an articles provision that governs how those rights can be varied (section 630).
• How to authorise a variation: in accordance with the company's articles, or — if the articles are silent — written consent from holders of at least three-quarters in nominal value of the class, or a special resolution of that class (section 630(4)).
• Penalty for late or missing filing: an offence committed by the company and every officer in default, punishable by a fine up to level 3 on the standard scale plus a daily default fine for continued contravention (section 637(2)–(3)).
• How to file: complete the form, save it, then upload it through the Companies House document-upload service — GOV.UK's current guidance notes paper filings by post take much longer to process.

What this document is

Form SH10 is the notice a company sends to Companies House when the rights attached to any of its shares have been varied. It is made in accordance with section 637 of the Companies Act 2006, which requires the notice to be delivered within one month of the variation being made.

The form captures the class of shares affected, the date of the variation, and the particulars of what has changed. Share rights typically cover voting at general meetings, entitlement to dividends, rights on a return of capital, and any rights of redemption or conversion.

Section 629 defines "class" for this purpose: shares are of one class only if the rights attached to them are uniform in all respects (a difference in dividend entitlement in the twelve months immediately following allotment does not, on its own, put shares into a different class). Any meaningful change to a class's rights is a variation, and the company must put Companies House on notice.

The filing itself is not what makes the variation legally valid — the underlying resolution or written consent required by section 630 does that — but SH10 is what keeps the public record accurate. Related but separate is section 636, which requires a notice within one month whenever a company assigns a name or new name to a class of shares, even if no rights have changed.

If a company fails to file SH10, an offence is committed by the company and by every officer in default (section 637(2)), so this is a compliance step worth getting right the first time.

SH10 is only for companies with a share capital

Form SH10 sits in the Companies Act 2006 provisions dealing with companies that have a share capital. A company without a share capital — some companies limited by guarantee, for example — cannot have "shares" varied in this sense. If such a company creates a new class of members, section 638 requires a notice of the particulars of that class within one month of it being created, and section 639 requires a further notice if a name or designation is later assigned or changed. The Companies House form for varying rights attached to a class of members in a company without share capital is SH12, not SH10. Using the wrong form, or filing SH10 when your company has no share capital, will not satisfy the correct statutory notice requirement.

How to use this document

1. Confirm the variation has been properly authorised. Before filing anything, check the company's articles and any shareholders' agreement to see how variations of class rights must be approved. Under section 630, that means either following the procedure set out in the articles, or — where the articles are silent — obtaining written consent from holders of at least three-quarters in nominal value of the class, or passing a special resolution at a separate general meeting of that class. Get the paperwork right before you notify Companies House.
2. Gather the particulars of the variation. You will need the exact date the variation took effect, the class or classes of shares affected, and a clear description of what has changed. If voting rights have been adjusted, dividend entitlements restructured, or conversion rights added, set out the new position so a reader of the register understands what the shares now carry.
3. Complete Form SH10. Download the current version of SH10 from GOV.UK and fill in the company name and number, the date of variation, and the particulars. Use the optional continuation page if you need more space. The form needs to be signed by a director, secretary, or other authorised person. Keep your wording precise, as the form becomes part of the public record for the company.
4. Attach supporting resolutions or agreements, and check whether they must also be filed separately. Some resolutions — including special resolutions — must be delivered to Companies House under their own provisions of the Companies Act, typically within 15 days, independently of the SH10 notice. Make sure you are satisfying both duties, not just one.
5. File within one month. The one-month clock under section 637 starts on the date the variation is made. Save your completed form and upload it through the Companies House document-upload service — GOV.UK's current guidance notes that paper documents sent by post usually take much longer to process, so uploading is the faster route if you are close to the deadline. Keep confirmation of submission and diarise the date, because late filing triggers a criminal offence for the company and its officers in default.

This guide provides general information about Form SH10 and the variation of class rights under the Companies Act 2006. It is not legal advice and is not a substitute for advice tailored to your company's specific articles, shareholder arrangements, or circumstances. Always check the current GOV.UK guidance and legislation.gov.uk for the up-to-date position before filing, as forms and procedures are updated from time to time.

Last reviewed: August 2026 by a non-practising solicitor · Next review due: August 2027 or on legislative change.