SH01 return of allotment of shares: reporting new shares

Who needs it

• Any company that allots new shares after incorporation, for example to a new investor, a co-founder or an employee.
• Not shares issued on incorporation. They go on the registration's statement of capital.

What you need before you start

• The date or dates the shares were allotted.
• The class, number and nominal value of the shares, and the amount paid or unpaid on each.
• The full statement of capital after the allotment, including the prescribed particulars of each class: dividend, voting and redemption rights.
• The company's authentication code, if you file online.

How to file SH01

1. 1Check whether shareholders need to pass a resolution first. GOV.UK notes some company changes need one.
2. 2Allot the shares and update the company's register of members.
3. 3Prepare the updated statement of capital for every class of share.
4. 4File the SH01 online, or post the paper form with any continuation pages.
5. 5Do it within a month of the allotment.
6. 6Check whether anyone now crosses a PSC threshold, or stops being a PSC, and report that within 14 days.

What the SH01 reports

Companies House describes the SH01 as the form to give notice of shares allotted following incorporation. GOV.UK's running-a-company guidance says to tell Companies House within a month if you issue more shares.

The heart of it is the statement of capital: the number of shares of each type, their total value, and the rights each class gives, known as the prescribed particulars. Share capital isn't linked to what the company is worth.

Knock-on changes

New shares can change who controls the company. If someone now holds more than a quarter of the shares or votes, or drops below it, the PSC information has to be updated within 14 days, and a new PSC must verify their identity.

Some share changes need a shareholder resolution first. GOV.UK points to Companies House's guidance on the types of resolution to report.

Online or paper

You can file the SH01 online, which is quicker, or on the paper form with optional continuation pages for extra share classes.

Common mistakes

• Filing only the new shares instead of a full statement of capital after the allotment.
• Leaving out the prescribed particulars, such as voting and dividend rights, for each class.
• Forgetting the PSC change when a new shareholder passes a quarter of the shares or votes.