SH19 Form UK: Statement of Capital After Reduction

At a glance

• What SH19 is: the statement of capital filed under sections 644 and 649 of the Companies Act 2006, showing a company's share capital immediately after a reduction.
• Two routes to a reduction: a private company limited by shares can use the solvency statement route (special resolution + unanimous director solvency statement, s.641(1)(a)); any company can use the court-confirmed route (special resolution + court order, s.641(1)(b)).
• Solvency statement timing: must be made no more than 15 days before the resolution is passed (s.642(1)(a)).
• Filing deadline: the solvency statement, statement of capital (SH19) and a directors' compliance statement must reach Companies House within 15 days after the resolution is passed (s.644(1) and (5)).
• When the reduction takes effect: not on the resolution date — only once the registrar has registered the documents (s.644(4)).
• False solvency statement: a criminal offence under s.643(4), carrying up to two years' imprisonment on indictment (s.643(5)).
• Approval threshold: a special resolution needs at least 75% of votes cast (s.283).
• Fee: Companies House charges a filing fee, with a faster same-day option — check the current fee on GOV.UK, as fees changed from 1 February 2026.

What Form SH19 is for

Form SH19 is a single Companies House form used in two different situations. Under section 644, it is the statement of capital a private company files after using the solvency statement route to reduce its share capital. Under section 649, the same form is used as the statement of capital that accompanies a court order confirming a reduction — a route open to private and public companies alike. In both cases the form captures the total number of shares, their aggregate nominal value, the amount paid up and unpaid, and the rights attaching to each class, as they stand immediately after the reduction.

SH19 is not the mechanism that reduces the capital — the special resolution, and either the solvency statement or the court order, do that work. SH19 is the record Companies House needs in order to register the new position and update the public register.

The two routes to reducing share capital

Section 641(1) of the Companies Act 2006 sets out two ways a limited company with a share capital can reduce it.

The solvency statement route (private companies only)

Under section 641(1)(a), a private company limited by shares can reduce its capital by special resolution supported by a solvency statement, without going to court. This is the quicker and cheaper route, and the one most private companies use. It cannot be used if the reduction would leave no member holding anything other than redeemable shares (s.641(2)), and — following amendments made in 2015 and extended in 2020 — it cannot be used as part of certain schemes under which a person, together with associates, would end up acquiring all the shares in the company (s.641(2A)-(2C)), a restriction aimed at takeover-related structures.

The court-confirmed route (any company)

Under section 641(1)(b), any company — private or public — can reduce its capital by special resolution confirmed by the court, following the procedure in sections 645 to 651. This route involves an application to court, and under section 646 creditors are generally entitled to object unless the court directs otherwise for some or all classes of creditor. Once the court confirms the reduction, section 649 requires the registrar to register the court order together with a statement of capital (again, SH19) and to certify the registration.

Both routes are subject to any restriction or prohibition in the company's articles of association (s.641(6)) — check the articles before starting, and if they restrict reductions, amend them by special resolution first. See our guide to articles of association for a UK private limited company for what typically sits in that document.

The solvency statement: what directors must certify

For the solvency statement route, section 643 sets out exactly what each director is certifying. Every director must have formed the opinion, as at the date of the statement, that there is no ground on which the company could then be found unable to pay or otherwise discharge its debts. If a winding up is intended within 12 months of that date, each director must also be satisfied the company will be able to pay its debts in full within 12 months of the winding up starting; in any other case, that the company will be able to pay its debts as they fall due during the year immediately following the statement.

In forming that opinion, directors must take into account all of the company's liabilities, including contingent and prospective ones (s.643(2)). The statement must be in the prescribed form and state the date it is made and the name of every director (s.643(3)).

The stakes for getting this wrong are real. Under section 643(4), a director who makes a solvency statement without reasonable grounds for the opinions in it commits a criminal offence once the statement is delivered to the registrar. Section 643(5) sets the penalty at up to two years' imprisonment or a fine (or both) on conviction on indictment, or up to twelve months' imprisonment or a fine not exceeding the statutory maximum on summary conviction in England and Wales. This is a personal offence attaching to each director in default, not just a company-level filing failure — take the assessment seriously, and if there is genuine doubt about the company's financial position, take advice before signing.

Once the solvency statement is made, section 642 requires it to be shared with the shareholders before or at the point they vote: if the resolution is proposed as a written resolution, a copy must be sent to every eligible member at or before the time the resolution itself is circulated; if it is proposed at a general meeting, a copy must be available for inspection throughout the meeting. A failure to comply with this notice requirement does not itself invalidate the resolution (s.642(4)), but the company must still confirm compliance to the registrar (see below), and getting it wrong can hold up registration.

What must go on Form SH19

Section 644(2) sets out precisely what the statement of capital must contain, reflecting the company's share capital as reduced by the resolution:

• the total number of shares of the company;
• the aggregate nominal value of those shares;
• the aggregate amount (if any) unpaid on those shares, whether on account of nominal value or by way of premium; and
• for each class of shares: the prescribed particulars of the rights attached, the total number of shares of that class, and the aggregate nominal value of shares of that class.

These figures must reflect the position immediately after the reduction, not before it, and they need to tie back to the resolution and the solvency statement (or court order) that support them. A mismatch between the resolution and the statement of capital is one of the more common reasons a filing gets queried.

Filing deadlines and fees

For the solvency statement route, section 644(1) requires the company to deliver to the registrar, within 15 days after the resolution for reducing share capital is passed, a copy of the solvency statement and the statement of capital (SH19) — in addition to the copy of the resolution itself. Section 644(5) also requires a directors' statement confirming that the solvency statement was made no more than 15 days before the resolution was passed and was properly provided to members under section 642(2) or (3).

Critically, under section 644(4), the resolution does not take effect until these documents are registered — so a delay in filing is a delay in the reduction actually happening, even though a late filing does not on its own invalidate the resolution (s.644(6)). Missing the requirements can also amount to an offence by the company and any officer in default (s.644(7)-(9)), though — unlike the offence for a false solvency statement — the penalty here is a fine, not imprisonment.

For the court route, there is no fixed statutory deadline running from the resolution in the same way, since the timeline is driven by the court application and any hearing; the registrar registers the order and statement of capital once the court has confirmed the reduction (s.649).

Companies House charges a filing fee for the statement of capital, with a standard rate and a faster same-day option. Companies House fees changed across the board from 1 February 2026, so always check the current fee on GOV.UK before filing — a filing submitted with the wrong fee can be rejected, which sets the reduction back further given the 15-day windows above.

Step-by-step: from resolution to a registered SH19

1. Confirm the company can reduce capital. Check the articles of association for any restriction or prohibition on reducing share capital (s.641(6)). Some older articles contain wording that limits or prohibits reductions; if so, the articles usually need amending by special resolution first. Most modern model articles do not restrict reductions.
2. Choose the reduction route. Decide between the solvency statement route, available only to private companies limited by shares (s.641(1)(a)), and the court-confirmed route, available to any company (s.641(1)(b)). The solvency statement route is quicker but requires every director to sign a statement about the company's ability to pay its debts; the court route is slower and more common where creditors may be affected, since it engages the objection rights in s.646.
3. Pass the special resolution. Shareholders must approve the reduction by special resolution — at least 75% of votes cast (s.283). If using the solvency statement route, the resolution must be passed within 15 days of the solvency statement being made (s.642(1)(a)). Keep clear records of how and when the resolution was passed.
4. Prepare the solvency statement, or obtain the court order. For the solvency route, every director signs a statement, in the prescribed form, confirming they have formed the opinion set out in s.643 as to the company's ability to pay its debts, having taken account of all liabilities including contingent and prospective ones. For the court route, obtain the court's order confirming the reduction and the statement of capital it has approved. Accuracy here is critical — a solvency statement made without reasonable grounds is a criminal offence under s.643(4).
5. Share the solvency statement with members (solvency route only) — sent with a written resolution, or available for inspection throughout a general meeting (s.642(2)-(3)).
6. File SH19 and supporting documents at Companies House within the statutory window. For the solvency route: the solvency statement, the statement of capital (SH19) and the directors' compliance statement, all within 15 days of the resolution (s.644(1) and (5)). For the court route: the court order and the statement of capital it approved (s.649). Pay the correct fee — check GOV.UK, as fees changed from 1 February 2026. The reduction takes effect only once these documents are registered (s.644(4)).

Worked example: a private company reducing capital to return surplus cash

A fictional private company, Riverside Fittings Ltd, has £500,000 of paid-up share capital but only needs £150,000 to run the business. The directors want to return £350,000 to shareholders by cancelling paid-up capital that is surplus to the company's wants — something section 641(4)(b)(ii) expressly permits.

The directors check the articles (no restriction), then each sign a solvency statement confirming they believe the company can pay its debts as they fall due over the next 12 months, having reviewed the company's liabilities including a contingent liability under a supplier guarantee. Fourteen days later, the shareholders pass a special resolution by 100% of votes cast, having had the solvency statement made available at the meeting. Within 15 days of the resolution, the company files the solvency statement, the statement of capital showing £150,000 of paid-up capital across the company's ordinary shares, and the directors' compliance statement, together with the correct fee. Companies House registers the documents, and the reduction — and the £350,000 return to shareholders — takes legal effect from that registration date, not the date of the resolution.

This guide provides general information about the statement of capital filed on Form SH19 and the capital reduction process in England and Wales. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. The law described was accurate as at August 2026 and is subject to change — always check GOV.UK and legislation.gov.uk for the most current position, including the current Companies House fee.

Last reviewed: August 2026 by a non-practising solicitor · Next review due: August 2027 or on legislative change.