SH06 Form UK: Notice of Cancellation of Shares

At a glance

• What SH06 is for: notifying Companies House that a company has cancelled shares following a purchase of its own shares, under section 708 of the Companies Act 2006 — including treasury shares later cancelled under section 729.
• Filing deadline: 28 days from the date the shares are delivered to the company (section 708(1)).
• What SH06 is not for: a reduction of capital under sections 641–653 uses form SH19 instead; a public company cancelling shares held by or for it under section 663 uses form SH07 instead.
• Filing fee: none — SH06 is a free Companies House notification form.
• Who can sign: a director, the company secretary, a person authorised under section 270 or 274, an administrator, an administrative receiver, a receiver, a receiver manager, or a CIC manager.
• One form per date: each cancellation date needs its own SH06 and its own statement of capital.
• Identity verification: from 18 November 2025, anyone filing on the company's behalf must be a verified officer/employee of the company or file through an authorised corporate service provider.

What this document is

Form SH06 is the Companies House notification a limited company uses to tell the registrar that it has cancelled shares following a purchase of its own shares. It is filed under section 708 of the Companies Act 2006, which requires notice to reach the registrar within 28 days of the shares being delivered to the company, accompanied by a statement of capital.

Two scenarios lead to an SH06 filing. First, where a company buys back its own shares and they are not held as treasury shares, section 706 treats the shares as cancelled immediately and reduces the company's issued share capital by their nominal value. Second, where shares were held as treasury shares, section 729 allows the company to cancel them at any point — and requires it to cancel them if they cease to be "qualifying shares" (broadly, shares no longer eligible to be held in treasury). Section 708 covers both routes.

SH06 is not the only Companies House form that deals with cancelled shares, and using the wrong one is a common source of rejected or queried filings:

• A reduction of capital under sections 641 to 653 — whether by the private-company solvency-statement route or by special resolution confirmed by the court — is notified using form SH19 (statement of capital when reducing capital in a company), not SH06. Section 649 sets out what the statement of capital for a court-confirmed reduction must contain.
• A public company cancelling shares held by or for it (for example, shares acquired by a nominee) under section 663 is notified using form SH07, not SH06, and carries a one-month deadline rather than 28 days.

The starting point in Part 18 of the Companies Act 2006 is a general prohibition: section 658 states that a limited company must not acquire its own shares except as the Act allows, with breach carrying criminal penalties. Section 659 then sets out the recognised exceptions — including a duly made reduction of capital, a court-ordered purchase, and forfeiture or surrender of shares for non-payment. SH06 sits within this framework as the notification for the "purchase and cancel" route specifically.

There is no cap on how many times a company can file an SH06 during its life — it is filed whenever a qualifying cancellation takes place, each on its own form. The filing keeps the public register aligned with what has actually happened inside the company, supporting transparency for shareholders, creditors and anyone carrying out due diligence.

How to use this document

1. Confirm SH06 is the right form. Before you start, check how the shares actually came to be cancelled. If the answer is "a reduction of capital was confirmed", you need form SH19, not SH06 — see GOV.UK's SH19 guidance. If a public company is cancelling shares held by or for it under section 663, you need form SH07. SH06 is for cancellation following a purchase of the company's own shares, including a subsequent cancellation of treasury shares.
2. Enter the company identifiers. Put in the company's registered number and its full registered name exactly as they appear on the Companies House record. These fields tie the filing to the correct entity, so double-check for typos — a mismatch here is one of the most common reasons forms get returned.
3. Record the cancellation details. State the date the cancellation took effect and the class, number and nominal value of the shares cancelled on that date. If cancellations happened on different dates, file a separate SH06 for each date, not a combined figure. Keep your board minutes or resolutions to hand, as these confirm the dates you should be entering.
4. Complete the statement of capital. This section describes the company's share capital immediately after the cancellation. 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 shares are denominated in more than one currency, set out each currency separately, then total them in the grand total table. Enter "0" or "nil" for the amount unpaid if the shares are fully paid — Companies House will otherwise assume they are fully paid if you leave the field blank.
5. Set out the prescribed particulars of rights. For each share class listed in the statement of capital, describe the rights attaching to those shares: voting rights (including any that arise only in certain circumstances), rights to participate in a distribution of dividends, rights to participate in a distribution of capital including on a winding-up, and whether the shares are redeemable or liable to be redeemed at the company's or the shareholder's option. 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.
6. Check who is filing. The form may be signed by a director, the company secretary, a person authorised under section 270 or 274 of the Companies Act 2006, an administrator, an administrative receiver, a receiver, a receiver manager, or a CIC manager. From 18 November 2025, anyone filing at Companies House on the company's behalf must either be a verified officer or employee of the company, or file through an authorised corporate service provider — see GOV.UK's guidance on identity verification.
7. Add presenter details, sign and file. Presenter contact information is optional but helps Companies House reach you if they query the form. There is no fee to file SH06. Once submitted, check the public record a few days later to confirm the update has been processed correctly, and check GOV.UK for current fees if your cancellation is part of a wider transaction that does carry a charge.

This guide provides general information about form SH06 and does not constitute legal advice. It is not a substitute for advice tailored to your company's specific circumstances — always check GOV.UK and legislation.gov.uk for the current position before filing, and take advice if your cancellation forms part of a wider capital restructuring.

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