SH01 Form UK: File a Return of Allotment of Shares

What this document is

Form SH01 is the Companies House return that tells the register a company has issued new shares. It isn't the allotment itself, the allotment happens when the directors pass a resolution and enter the new shareholder in the register of members, but it is the public record of that event.

Once filed, the statement of capital on the company's Companies House record updates to show the new total number of shares, the aggregate nominal value, and the amounts paid and unpaid on each class. The form captures the date of allotment, how many shares of each class were issued, the currency, the nominal value, any premium paid above nominal value, and whether the consideration was cash or something else.

It also requires prescribed particulars of the rights attached to each class of share, covering voting rights, dividend rights, rights on a winding up, and whether the shares are redeemable. SH01 is a statutory filing under the Companies Act 2006 and applies to private and public companies alike.

How to use this document

1. Check authority to allot before you do anything else. For a company with one class of share, directors usually have authority to allot under section 550 of the Companies Act 2006 unless the articles say otherwise. Where there is more than one class, or where the articles restrict directors, you'll need a members' resolution granting authority. Get this step wrong and the allotment itself can be challenged.
2. Deal with pre-emption rights. Existing shareholders may have a statutory right of first refusal on new shares under section 561 of the Companies Act, and the articles or a shareholders' agreement may add further pre-emption provisions. Either offer the shares to existing holders first, or obtain a formal disapplication by special resolution before proceeding. Skipping this creates personal liability risk for directors.
3. Pass the board resolution and update the register of members. The directors formally resolve to allot the shares, record the consideration received, issue share certificates within two months, and enter the new holdings in the register of members. The allotment date is the date of the board resolution, and this is the date that starts the one-month SH01 clock.
4. Complete Form SH01 with the statement of capital. Fill in the company number and name, the date of allotment, the number and class of shares allotted, the nominal value, and the amount paid (and unpaid) per share. The statement of capital must reflect the new totals across all share classes, not just the newly allotted shares. Prescribed particulars for each class also need to be included.
5. File within one month and follow up with the Confirmation Statement. Submit SH01 through Companies House WebFiling or by post, signed by a director or the company secretary. New shareholder names don't appear on SH01 itself, they're captured at the next Confirmation Statement, so it's often worth filing an early CS01 so the public record reflects the new shareholdings promptly.

Common questions