SH03 Form UK: Notify Purchase of Own Shares

What this document is

Form SH03 is the notice a company files with Companies House after it has purchased its own shares. It records the date of the purchase, the number and class of shares bought back, and the total consideration paid. It's a statutory filing under the Companies Act 2006, and it sits alongside the other paperwork a buyback typically requires, such as the shareholder resolution authorising the purchase, the share purchase contract, and the cancellation of the repurchased shares (or their transfer into treasury).

SH03 is only part of the story. Where stamp duty is payable on the consideration, the form has to be sent to HMRC first so the duty can be assessed and paid. HMRC then issues confirmation that duty has been dealt with, and only then can the form be lodged at Companies House.

This two-stage process was previously done by posting a physical form to HMRC for physical stamping, but it is now handled electronically. The SH03 route applies to private companies carrying out a buyback under Part 18 of the Companies Act. Public companies follow a different set of rules and are outside the scope of this page.

How to use this document

1. Check the buyback is properly authorised. Before SH03 becomes relevant, the company needs to have followed the buyback rules correctly. That means checking the Articles permit a purchase of own shares, passing the required shareholder resolution, putting a written contract in place, and making sure the purchase is funded from distributable profits, the proceeds of a fresh issue, or (for private companies only and subject to conditions) capital. Getting the authority wrong invalidates the whole exercise.
2. Complete form SH03 accurately. Fill in the company name and number, the date of the purchase, the class of shares bought, the number of shares, the nominal value, and the aggregate amount paid. Accuracy matters because the figures on SH03 feed into stamp duty calculations and into the register of members. Any mismatch between the form, the contract, and the resolution tends to get flagged.
3. Deal with stamp duty through HMRC. If the consideration for the buyback exceeds the stamp duty threshold, duty is payable. Send the completed SH03 electronically to HMRC's Stamp Office with payment of the duty due. HMRC will write back confirming that stamp duty has been paid and the form can be treated as duly stamped. Keep this confirmation safe, because Companies House will want to see it.
4. File with Companies House within 28 days. Once HMRC has confirmed the stamp duty position (or if no duty is due), submit the SH03 and the HMRC confirmation to Companies House. The clock runs from the date the shares are delivered to the company, not from the date HMRC responds, so build the stamp duty step into your timeline rather than leaving it to the end.
5. Update the statutory books and consider other filings. Record the buyback in the register of members, cancel the shares (or note them as held in treasury if that route was used), and update the register of directors' and secretaries' interests where relevant. If the shares have been cancelled, a form SH06 notifying the cancellation and the reduction of share capital may also be required.