SH04 Form UK: Report Treasury Share Sales & Transfers
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Part ofCompanies House Forms UK
When a company sells or transfers shares it has been holding in treasury, Companies House needs to be told. Form SH04 is the notification you use to record this, and it sits alongside the other share capital forms that keep the public register accurate.
Treasury shares are a useful tool for UK companies, giving them flexibility to reissue shares without going through a fresh allotment, but the flipside is that every movement in or out of treasury needs to be properly documented. This page walks through what treasury shares actually are, why companies hold them, and how the SH04 filing fits into the picture.
If you are a director, company secretary, or owner preparing to reissue shares that your company bought back, this will help you understand what is involved and where the traps lie.
What this document is
Form SH04 is the Companies House notice used when a company sells or transfers shares it has been holding in treasury. Treasury shares are shares the company previously bought back from its own shareholders but chose to keep on its books rather than cancel.
In legal terms they still exist, but they do not carry voting rights, they do not attract dividends, and they are not counted for many purposes while they sit in treasury. Since the Companies Act 2006 was amended in 2013, both private and public limited companies have been able to hold their own shares in treasury, provided the shares were bought back out of distributable profits.
When those shares are later sold on, transferred under an employee share scheme, or otherwise moved out of treasury, the SH04 must be filed to let the registrar know. The form captures the number and class of shares involved, the date of the transaction, and the consideration received. Filing within the required window keeps the company's share register and the public record in step.
How to use this document
- Confirm the shares are eligible to leave treasury. Before anything else, check that the shares in question were properly bought back and placed in treasury in the first place, and that the company still holds at least one voting share outside treasury. The buy-back must have been funded from distributable profits for the shares to qualify for treasury treatment.
- Agree the terms of the sale or transfer. Decide how many shares will be sold or transferred, to whom, and for what consideration. Except for transfers under an employee share scheme, the company must receive consideration for the shares. Make sure the board has the authority to act and that any shareholder approvals or pre-emption waivers are in place before you commit.
- Complete Form SH04. Enter the company number and name, the date of the sale or transfer, the class and nominal value of the shares, the number of shares moving out of treasury, and the total consideration received. If the company has more than one share class involved, each class is reported separately on the form.
- File the form with Companies House within 28 days. The SH04 must reach Companies House within 28 days of the date the shares were sold or transferred. You can file by post to the Companies House office for your jurisdiction. Late filing can cause the register to be inaccurate and may create problems for directors.
- Update internal records and the statement of capital. After filing, update the register of members, the register of treasury shares, and any shareholder records the company keeps. If the transaction changes the company's issued share capital position, the next confirmation statement should reflect the updated picture.
Common questions
Q What exactly counts as a treasury share?
A treasury share is a share the company has bought back from a shareholder using distributable profits and has chosen to hold rather than cancel. While it sits in treasury the company is the registered holder, but the share carries no voting rights and no right to receive dividends. The share can later be sold, transferred under an employee share scheme, or cancelled.
Q When does form SH04 need to be filed?
SH04 must be filed with Companies House within 28 days of the sale or transfer of the treasury shares. The clock runs from the date of the transaction, not the date the paperwork is prepared, so it is worth diarising the deadline as soon as the sale or transfer completes to avoid the register falling out of date.
Q Is stamp duty payable when treasury shares are sold?
Stamp duty treatment on treasury share transactions can be nuanced and depends on the circumstances of the sale or transfer. In many cases no additional stamp duty arises on the reissue, but this is not universal. Check the current HMRC position or speak to an adviser before assuming the transaction is outside the charge.
Q Can a company hold all of its shares in treasury?
No. A company must always have at least one issued share that is not held in treasury and that carries voting rights. The rule exists because treasury shares cannot vote, and a company with no voting shares in circulation would have no shareholders able to make decisions. This is worth checking before planning any buy-back.
Q What is the difference between SH03 and SH04?
SH03 is used to notify Companies House that the company has purchased its own shares, which is the event that creates the treasury holding or cancellation. SH04 is used later, when those treasury shares are sold or transferred out again. The two forms sit either side of the period during which the shares are held in treasury.
Q What happens if we miss the 28-day filing deadline?
Late filing of SH04 does not attract an automatic financial penalty in the way late accounts do, but it does leave the public register inaccurate, which can cause issues for directors and for anyone relying on the record. Persistent or deliberate failures to file can lead to enforcement action against directors, so file as soon as you realise.
Q Do shareholders need to approve the sale of treasury shares?
It depends on the company's Articles of Association and any existing shareholder authorities. Pre-emption rights may apply to the reissue in the same way they apply to new share allotments, unless they have been disapplied. Always check the Articles and any shareholders' agreement before committing to a sale so you do not breach existing rights.
Sources
This guide is based on primary UK law and official guidance.
- Guidance · UK GovForm SH04: Notify a sale or transfer of treasury shares (gov.uk)gov.uk
- LegislationCompanies Act 2006 (legislation.gov.uk)legislation.gov.uk
- Guidance · Companies HouseCompanies House filing guidancegov.uk
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.