SH08 Form UK: Notice of Name or Designation of Class of Shares

At a glance

• What SH08 does: notifies Companies House of a name or other designation assigned (or newly assigned) to a class or description of a company's shares — for example, renaming 'Ordinary' shares to 'A Ordinary' and 'B Ordinary'.
• Legal basis: section 636 of the Companies Act 2006.
• Deadline: within one month of the company assigning the new name or designation — not one month from any earlier board or shareholder meeting, if the effective date is later.
• Not for: creating a new class (use SH01, and possibly SH09 for an unlimited company), or varying the rights attached to a class rather than its name (use SH10, under section 637).
• Filing fee: not listed among the chargeable filings in the current Companies House fee schedule — check GOV.UK, as fees can change.
• Late filing: a criminal offence under section 636(2)-(3), committed by the company and every officer in default — maximum fine of £1,000 (level 3 on the standard scale), plus up to £100 for each day the default continues.
• How to file: upload through the Companies House online service, or post a paper form — online is processed faster.

What is form SH08?

Form SH08 is the Companies House form used to notify a change to the name or other designation of a class of shares. In plain terms, if your company currently has 'Ordinary' shares and you want to split or rename them as 'A Ordinary' and 'B Ordinary', or you want to rebrand a class from 'Preference' to 'Non-voting Preference', SH08 is the filing that updates the public record.

The form itself does not create the new name. The renaming is done internally by the company, normally through a directors' resolution or shareholder resolution depending on what the articles of association require. SH08 is simply the notice to the registrar. It asks for the company number, the existing class name, the new class name, and the date the change took effect. GOV.UK describes the form's purpose in one line: "Use this form to notify Companies House of a name or other designation of class of share."

The legal basis: Companies Act 2006, section 636

The statutory requirement sits in section 636 of the Companies Act 2006:

"Where a company assigns a name or other designation, or a new name or other designation, to any class or description of its shares, it must within one month from doing so deliver to the registrar a notice giving particulars of the name or designation so assigned." — s.636(1)

Two things follow directly from that wording, and they are the source of most of the practical questions companies have about this form:

• The trigger is the act of assigning the name, not any particular internal document. A resolution is usually how a company decides to assign a new name, but the one-month clock in s.636(1) runs from the date the assignment itself takes effect.
• "Class or description" is broader than a formal share class. Section 629 defines shares as being "of one class if the rights attached to them are in all respects uniform" — so any group of shares with uniform rights that the company gives a distinct designation to can fall within s.636, even if the articles do not use the word "class."

We checked the amendment history for section 636 directly on legislation.gov.uk, together with the surrounding sections 635 (copy of a court order following an objection to a class-rights variation) and 637 (notice of variation of class rights — form SH10). None of the three carries a Textual Amendments annotation, meaning the wording has not been changed since the Companies Act 2006 came into force on 1 October 2009 — including by the Small Business, Enterprise and Employment Act 2015 or the Economic Crime and Corporate Transparency Act 2023, both of which made significant changes elsewhere in the Act.

How SH08 differs from the other share forms

Companies House publishes a family of "SH" forms covering different share events. Confusing SH08 with a neighbouring form is one of the most common filing errors, so it is worth seeing the full picture (source: GOV.UK's forms to update shares collection):

| Form | What it notifies | |------|-------------------| | SH01 | Return of allotment of shares | | SH02 | Consolidate, sub-divide, redeem shares, or re-convert stock into shares | | SH03 | Notify a purchase of own shares | | SH04 | Notify a sale or transfer of treasury shares | | SH05 | Notify a cancellation of treasury shares | | SH06 | Notify a cancellation of shares | | SH07 | Notify a cancellation of shares (public company) | | SH08 | Notify a name or other designation of class of shares | | SH09 | Allotting a new class of shares by an unlimited company | | SH10 | Give notice of particulars of variation of rights attached to shares | | SH11 | Give notice of a new class of members (companies without share capital) | | SH12 | Give notice of particulars of variation of class rights (companies without share capital) |

The two forms most often confused with SH08 are SH01 and SH10. SH01 is used when new shares are allotted — it is not a renaming form, and a genuinely new class needs an allotment (SH01), not just an SH08. SH10 is the counterpart to SH08 for a different kind of change: SH08 covers the name, SH10 covers the rights attached to a class, under section 637. It is common for both to be needed on the same restructure — for example, splitting 'Ordinary' shares into 'A Ordinary' and 'B Ordinary' with different voting rights involves both a designation change (SH08) and a rights variation (SH10).

Step-by-step: how to complete and file SH08

1. Check your articles of association. Before renaming a class, look at what your articles permit. Some articles name classes of shares expressly, in which case a special resolution to amend the articles may be needed. Others leave class names to the directors. The route you take determines which resolutions and filings are required alongside SH08.
2. Pass the right resolution. If the articles need changing, shareholders must pass a special resolution with at least 75 percent approval. If the articles already allow directors to designate class names, a board resolution may be enough. Record the decision in the minute book and keep a signed copy with your statutory records. If you are also varying the rights attached to the class (not just its name), a separate procedure applies under section 630 — written consent from holders of at least three-quarters in nominal value of the class, or a special resolution at a separate class meeting.
3. Update the register of members. Under section 113 of the Companies Act 2006, every company must keep a register of members, and where more than one class of shares is in issue, the register must distinguish each member's holding by class. Update this register on the same date the renaming takes effect, so the internal record matches what you are about to file.
4. Complete form SH08. Fill in the company number, company name, the previous designation of the class, the new designation, and the effective date of the change. The form is short but must be accurate, because any discrepancy with the register of members or the resolution can cause the filing to be rejected or queried.
5. File within one month. Submit SH08 to Companies House within one month of the change taking effect (s.636(1)). You can upload the completed form through the Companies House electronic filing service, or post it — GOV.UK notes that paper documents sent by post take considerably longer to process. If you have amended the articles, file a copy of the amended articles and the special resolution at the same time to keep the public record consistent.
6. Reissue share certificates. Once the filing is made, update or reissue share certificates to reflect the new class designation, and cancel the old certificates in the company's records.

What happens if you miss the one-month deadline

Late filing of SH08 is not just an administrative slip — section 636(2)-(3) makes it a criminal offence, committed by the company itself and by "every officer of the company who is in default." The maximum penalty is a fine not exceeding level 3 on the standard scale of fines for summary offences, which is currently £1,000 (set out in section 122 of the Sentencing Act 2020), and for continued contravention, a daily default fine of up to one-tenth of that amount — currently up to £100 for each day the failure continues.

In practice, standalone prosecutions for a late SH08 are uncommon, and Companies House's usual approach to minor filing delays is administrative rather than punitive. That said, the safest course if you have missed the deadline is straightforward: file as soon as possible, keep a short written record of why the delay happened, and check that the register of members, any resolutions, and the public record are all consistent once the filing is made.

Practical notes

This guide provides general information about form SH08 and the underlying law in England and Wales. It is not legal advice and is not a substitute for advice tailored to your company's specific circumstances, particularly where a renaming is part of a wider restructure involving new share rights, tax planning, or shareholder disputes. The law described was accurate as at July 2026 and is subject to change — always check GOV.UK and legislation.gov.uk for the most current position.

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