Form SH05 UK: Cancel Treasury Shares (2026 Guide)

What this document is

Form SH05 is the Companies House return used to notify the registrar that shares previously held in treasury have been cancelled. Treasury shares arise when a limited company buys back its own shares out of distributable profits and chooses to hold them rather than cancel them immediately on acquisition.

While in treasury, the shares carry no voting rights, receive no dividends, and are not counted for most purposes, but they remain on the register as issued. A decision can later be made to cancel them, which permanently removes them from the issued share capital and reduces the nominal capital of the company by the aggregate nominal value of the cancelled shares.

The SH05 return records this event on the public file so that anyone searching the company has an accurate picture of the share structure. It must be accompanied by a statement of capital showing the position after cancellation, covering the total number of shares, the aggregate nominal value, details of each class and any amounts unpaid. If shares are cancelled immediately on being bought back, a different return applies and SH05 is not used.

How to use this document

1. Check the source of funds and the buyback route. Before shares can sit in treasury, the purchase must have been made out of distributable profits under the relevant buyback rules in Part 18 of the Companies Act 2006. Confirm that the original buyback was lawfully made and properly recorded, because a defective buyback can undermine the cancellation that follows.
2. Take the decision to cancel. The directors need to resolve to cancel some or all of the treasury shares. Record this clearly in board minutes, noting the class, number and nominal value of the shares being cancelled and the effective date of cancellation. Good minutes matter here because the date feeds directly into the 28-day filing clock.
3. Update the register of members and internal records. Once cancelled, the shares no longer form part of the issued capital. Make sure the statutory registers, any share certificates held by the company, and any internal capital tables reflect the reduced position. This keeps your books consistent with what will appear on the public register after filing.
4. Complete form SH05 with a statement of capital. Enter the company name and number, the class of shares cancelled, the number and nominal value, and the date of cancellation. Attach a statement of capital that sets out the post-cancellation position across every class, including total number of shares, aggregate nominal value, amounts paid up and unpaid, and the rights attaching to each class.
5. File at Companies House within 28 days. The return must reach the registrar no later than 28 days after the date the shares were cancelled. Filing can usually be done on paper by post to the appropriate Companies House address. Keep a copy of the filed form and the acknowledgement with your statutory records.