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SH06 Form UK: Notice of Cancellation of Shares

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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 private limited company cancels shares, Companies House needs to be told. The SH06 is the form used to record that change on the public register, so anyone searching the company's details can see an accurate picture of its share capital. Getting the form right matters because the statement of capital flows through to the company's public record and affects how the business is viewed by lenders, investors and HMRC. This page walks you through what the SH06 covers, who can sign it off, and the information you need to gather before you start filling it in. If your situation feels more complicated than a standard cancellation, a short call with an experienced legal adviser can help you think through how to approach it.

What this document is

Form SH06 is the Companies House notification used by private companies to confirm that a quantity of shares has been cancelled. Share cancellation reduces the total number of shares in issue and, in most cases, reduces the company's issued share capital accordingly.

The form creates a public record of the cancellation and captures the company's updated capital structure through a statement of capital. Shares might be cancelled for a range of reasons, including following a reduction of capital, a buy-back out of capital, or the surrender of certain shares.

Each cancellation event needs its own entry: if cancellations happen on different dates, they cannot be bundled together under one date on the form. There is no cap on how many times a company can file an SH06 during its life; it simply needs to be filed whenever a qualifying cancellation takes place.

The filing keeps the public register aligned with what has actually happened inside the company, which supports transparency for shareholders, creditors and anyone carrying out due diligence.

How to use this document

  1. Enter the company identifiers. Start by putting in the company's registered number and its full registered name exactly as they appear on the Companies House record. These two fields tie the filing to the correct entity, so double-check for typos before moving on. A mismatch here is one of the most common reasons forms get rejected and bounced back.
  2. Record the cancellation details. State the date the cancellation took effect and the number of shares cancelled on that date. If more than one cancellation has happened across different dates, you need a separate SH06 for each date, not a combined figure. Keep your internal board minutes or resolutions to hand, as these confirm the dates you should be entering.
  3. Complete the statement of capital. This section describes the company's share capital after the cancellation has taken effect. You will need to list the currency, each share class, the total number of shares in that class, their aggregate nominal value, and any amount unpaid per share. Where the company has shares denominated in more than one currency, each currency is set out separately. The form has capacity for multiple share classes, which covers most structures you are likely to encounter.
  4. Set out the prescribed particulars of rights. For each share class listed in the statement of capital, you need to describe the rights attaching to those shares. This commonly includes voting entitlements, rights to dividends or other distributions, and any rights on a winding-up or redemption. The wording should reflect what is in the company's articles or the relevant share class resolution, so have those documents open while you draft this part.
  5. Add presenter details and sign off. You can include presenter contact information so Companies House has someone to reach out to if they spot a query, though this is optional. The form must then be signed by someone authorised, typically a director or the company secretary, before it is filed. Once submitted, check the public record a few days later to confirm the update has been processed correctly.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Common questions

Q Who is allowed to sign and file an SH06?
The form can be submitted by a director, the company secretary, an administrator, a CIC manager, or another person authorised to file on behalf of the company. In practice, most SH06s are signed by a director after the board has approved the cancellation. Whoever signs is confirming that the information on the form is accurate, so make sure the figures have been properly checked against the company's internal records first.
Q How quickly do I need to file after shares are cancelled?
Companies House expects notification within a set period after the cancellation takes effect, and late filing can create issues with the accuracy of the public register. The exact deadline depends on the type of cancellation, for example whether it follows a reduction of capital or a share buy-back. It is good practice to prepare the SH06 as soon as the cancellation is approved rather than leaving it until later.
Q Is there a filing fee for SH06?
Filing fees at Companies House can change, and different routes of submission sometimes attract different charges. For the most up-to-date position, check the current fees listed on gov.uk before you submit. If your cancellation forms part of a wider reduction of capital or court-approved process, there may be additional fees associated with those separate filings.
Q What is a statement of capital and why does SH06 need one?
A statement of capital is a snapshot of the company's issued share capital at a given point in time. It shows the total number of shares, their nominal value, the classes involved, and any unpaid amounts. SH06 includes one because cancelling shares changes the capital structure, and the public register needs to reflect the new position immediately after the cancellation rather than the old one.
Q Can I cancel shares across several dates on one form?
No. Each date on which shares are cancelled needs its own SH06 filing. If your company has cancelled batches of shares on different occasions, you will need to prepare and submit a separate form for each event, each with its own statement of capital reflecting the position immediately after that particular cancellation took place.
Q What happens if I make a mistake on the form?
Errors on an SH06 can lead to Companies House rejecting the filing, which delays the update to the public register. In some cases you may need to file a corrective form or a second statement of capital to fix what was recorded. Because the filing affects how your company appears to banks, investors and HMRC, it is worth taking the time to check every figure before submission.
Q Do I need shareholder approval before cancelling shares?
Most share cancellations require some form of shareholder authorisation, and the exact mechanism depends on why the shares are being cancelled. A reduction of capital, a buy-back, or a surrender each have their own procedural requirements under the Companies Act 2006. You will typically need board resolutions and, in many cases, a special resolution of shareholders before the cancellation itself takes effect.
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.

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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.