SH19 Form UK: Statement of Capital After Reduction
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Form SH19 is the statement of capital that a private company delivers to Companies House after it has reduced its share capital. It records the position of the company's share capital immediately after the reduction takes effect, so the public register reflects the new structure.
The form sits at the end of a process that usually involves a special resolution of the shareholders and a solvency statement signed by every director, or a court-confirmed reduction in certain circumstances. Getting the SH19 right matters because the figures on it become the reference point for future filings, dividends and share transactions.
This page walks through what the form is for, when it needs to be filed, what information goes on it, and the practical points directors often get wrong. It also explains how a short call with an experienced legal adviser can help you think through your specific situation before you file.
What this document is
Form SH19 is a Companies House filing used by private limited companies to confirm the state of their share capital following a reduction. A capital reduction is the formal process by which a company decreases the aggregate nominal value of its issued shares.
Private companies in England and Wales can reduce capital either by court order or, more commonly, by using the solvency statement route under the Companies Act 2006. Whichever route is used, the company must tell Companies House what its share capital looks like afterwards, and SH19 is the form that does this job.
The form captures the total number of shares in each class, the aggregate nominal value, the amount paid up and unpaid on each share, and the rights attaching to each class. It is filed alongside the special resolution and, where the solvency statement route is used, the directors' solvency statement and a statement of compliance.
Once accepted, the reduction takes effect and the register is updated. SH19 is not itself the mechanism that reduces capital, it is the record of the outcome.
How to use this document
- Confirm the company can reduce capital. Check the articles of association for any restrictions on reducing share capital. Some older articles contain wording that limits or prohibits reductions, and if that is the case the articles may need to be amended by special resolution before the process can begin. Most modern model articles do not restrict reductions.
- Choose the reduction route. Decide between the solvency statement route, which is available only to private companies, and the court-approved route, which any company can use. The solvency statement route is quicker and cheaper but requires every director to sign a statement that the company can pay its debts. The court route involves an application and hearing and is more common where creditors may be affected.
- Pass the special resolution. Shareholders must approve the reduction by special resolution, meaning at least 75 percent of votes cast in favour. If using the solvency statement route, the resolution must be passed within 15 days of the solvency statement being signed by the directors. Keep clear records of how and when the resolution was passed.
- Prepare the solvency statement or court order. For the solvency route, every director signs a statement confirming that, having formed the relevant opinion about the company's ability to pay its debts, they consider the company solvent. For the court route, obtain the sealed order confirming the reduction. Accuracy here is critical because a false solvency statement carries criminal liability.
- File SH19 and supporting documents at Companies House. Submit Form SH19 together with the special resolution, the solvency statement and statement of compliance (solvency route) or the court order and minute approved by the court (court route). File within the statutory time limit, which is generally 15 days from the resolution for the solvency route. The reduction takes effect on registration.
Common questions
Q What is the difference between SH19 and SH01?
SH01 is the return of allotment of shares, filed when a company issues new shares and its share capital goes up. SH19 is the opposite in effect, it is the statement of capital filed after a reduction of share capital. Both forms record the state of the company's share capital, but SH19 is used specifically at the end of a capital reduction process under the Companies Act 2006.
Q Can any private company reduce its share capital?
Most private companies can, provided the articles of association do not prohibit it and the company can satisfy the statutory requirements. The solvency statement route is only available to private companies and needs a unanimous director solvency statement plus a 75 percent shareholder vote. If the articles restrict reductions, those restrictions usually need to be removed first by amending the articles.
Q What happens if the solvency statement turns out to be wrong?
Directors who sign a solvency statement without having reasonable grounds for the opinions expressed in it commit a criminal offence under the Companies Act 2006. Penalties can include a fine and, in serious cases, imprisonment. This is why directors should take the solvency assessment seriously and consider taking guidance before signing if there is any doubt about the company's financial position.
Q How long does a capital reduction take?
Using the solvency statement route, a reduction can often be completed in a few weeks once the paperwork is in order. The court route is slower because it involves an application and hearing, and can take several months depending on the court's availability and whether any creditor objections are raised. Planning the timing around any dividend or transaction the reduction is supporting is important.
Q Is there a Companies House fee for filing SH19?
Companies House charges a filing fee for capital reduction documents. The amount varies depending on whether you file on paper or online, and fees change periodically. Check the current fee on gov.uk before filing to make sure the right amount is paid, as filings submitted with incorrect fees can be rejected and cause delay to the reduction taking effect.
Q Do creditors have to be told about a capital reduction?
There is no general requirement to notify creditors under the solvency statement route, though the directors must consider creditors' positions when assessing solvency. Under the court route, creditors may have the right to object and the court can require a list of creditors to be prepared. If the reduction could affect creditor interests, taking careful guidance is sensible.
Q What information goes on Form SH19?
SH19 requires the company name and number, the date the reduction takes effect, and a full statement of capital showing the total number of shares, aggregate nominal value, prescribed particulars of rights attached to each class, and amounts paid up and unpaid. The figures must reflect the position immediately after the reduction, not before, and must match the resolution and supporting documents.
Sources
This guide is based on primary UK law and official guidance.
- Guidance · UK GovForm SH19 on gov.ukgov.uk
- Guidance · Companies HouseCompanies House: company filing requirementsgov.uk
- LegislationCompanies Act 2006 (legislation.gov.uk)legislation.gov.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.