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SH15 Form UK: Reduce Capital After Redenomination

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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 UK company changes the currency of its share capital, a process known as redenomination, the rounded figures rarely land neatly. To tidy up the numbers, directors sometimes need to make a small reduction in the company's share capital afterwards. That reduction has to be reported to Companies House using Form SH15. The form tells the registrar how much capital has been cancelled and confirms that the company has followed the correct statutory process under the Companies Act 2006. Getting the detail right matters, because the register needs to reflect the true position of the company's issued share capital. This guide walks through what SH15 is for, when it applies, what you will need to hand before filling it in, and the common pitfalls directors and company secretaries run into. If you would rather talk it through with someone first, a call with an experienced legal adviser is often the quickest way to get your bearings.

What this document is

Form SH15 is the Companies House notification used when a company reduces its share capital in connection with a redenomination. Redenomination itself is the act of converting the nominal value of shares from one currency into another, for example from sterling into euros.

Because exchange rates rarely produce round numbers, the resulting nominal values can be awkward. The Companies Act 2006 allows a company to pass a special resolution reducing its capital by a limited amount to smooth the figures, provided the reduction does not exceed ten per cent of the nominal value of the allotted share capital immediately after the reduction.

SH15 is how that reduction is formally recorded on the public register. The form captures the company's details, the date of the supporting resolution, a statement of capital showing the new position, and a solvency statement from the directors. Once accepted by Companies House, the reduction takes effect and the register is updated.

It is a technical filing, but the underlying arithmetic and the supporting paperwork need to be consistent, otherwise the submission can be rejected.

How to use this document

  1. Confirm the redenomination has been carried out properly. Before you can reduce capital under this route, the company must have already redenominated its shares through a valid shareholder resolution. Check the wording of the resolution, the effective date, and that the new nominal values are reflected in the company's own records. The reduction only makes sense in the context of a completed redenomination.
  2. Pass a special resolution to reduce the capital. The directors need to put the reduction to the members, who must approve it by special resolution, meaning at least 75 per cent of votes cast. The resolution should identify the class of shares affected, the amount being cancelled, and the revised nominal value. Keep a clean copy of the resolution for filing alongside SH15.
  3. Prepare the statement of capital and solvency statement. Form SH15 requires an updated statement of capital showing the company's share structure immediately after the reduction. The directors must also provide a solvency statement confirming the company can meet its debts. Both documents need to be consistent with each other and with the company's wider accounting records.
  4. Complete and submit Form SH15 to Companies House. Fill in the company number, name, registered office, details of the resolution, the amount of the reduction and the new statement of capital. Sign and date the form and submit it within the statutory time limit following the resolution. Double-check every figure, because inconsistencies between the resolution and the form are the most common reason for rejection.
  5. Update the company's internal records once the filing is accepted. Once Companies House processes SH15, update the register of members, the statutory books, and any shareholder certificates to reflect the new position. It is also sensible to retain the board minutes, shareholder resolution and filed form together, in case the reduction is ever questioned later by auditors, lenders or a buyer carrying out due diligence.

Common questions

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 What is a redenomination of share capital?
Redenomination is when a company changes the currency in which its shares are denominated, for example moving from sterling to US dollars or euros. The underlying economic value of the shareholding stays the same, but the nominal value is expressed in a different currency. Companies sometimes do this to match the currency they trade in, or to simplify reporting within an international group structure.
Q Why would a company reduce its capital after a redenomination?
Converting nominal values between currencies rarely produces tidy figures. A share with a nominal value of one pound might become something like one euro and seventeen cents after conversion. Reducing the capital slightly lets the company round down to a cleaner number, making the share structure easier to administer. The Companies Act sets a ten per cent cap on how much can be cancelled this way.
Q Who needs to sign Form SH15?
The form is signed on behalf of the company, typically by a director or the company secretary. The solvency statement that supports the filing must be made by all the directors of the company. If any director refuses or cannot sign the solvency statement, the reduction cannot proceed down this route and the company would need to use the alternative court-approved reduction process.
Q How long do I have to file SH15 after the resolution?
There is a statutory window for filing following the special resolution, and missing it can mean the reduction is not effective. The exact deadline is set out in the Companies Act 2006. If you are close to the limit or unsure when the clock started, it is worth checking with Companies House or taking guidance before submitting, rather than risking a late or invalid filing.
Q Is there a fee for filing Form SH15?
Companies House charges a fee for most capital reduction filings. The exact amount changes from time to time, so check the current fee on gov.uk before you submit. Fees usually differ depending on whether you file on paper or electronically. Budget for the fee as part of the overall cost of the redenomination project, alongside any professional support you use.
Q Can I file SH15 online?
Some Companies House capital forms can be submitted through the online filing service, while others still require a paper submission. Availability can change as Companies House expands its digital services. Check the current position on the gov.uk page for SH15 before you prepare the filing, because the format you use affects how you sign it and how quickly it is processed.
Q What happens if Companies House rejects the form?
If SH15 is rejected, Companies House will usually explain why, and you can correct and resubmit it. Common reasons include inconsistent figures between the resolution and the statement of capital, missing signatures, or the solvency statement being out of date. A rejected filing does not invalidate the underlying resolution, but the reduction will not take effect on the register until an accepted form is processed.
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.