How to Complete and File Form SH01: Return of Allotment of Shares

To file Form SH01, submit the return of allotment of shares to Companies House within one month of the allotment date, either online through the WebFiling service or on paper to the Cardiff office. There is no filing fee. The form records the new shares issued and includes a Statement of Capital showing the company’s full issued share capital after the allotment.1LexisNexis. 555 Return of Allotment by Limited Company

The One-Month Deadline

Section 555 of the Companies Act 2006 requires every limited company that allots shares to deliver a return to Companies House within one month of the allotment.1LexisNexis. 555 Return of Allotment by Limited Company The clock runs from the date the shares were actually allotted, not the date of the board resolution or any shareholder approval.

Missing the deadline is a criminal offence under Section 557. Every officer of the company in default commits an offence and can face a daily default fine for as long as the failure continues.2LexisNexis. 557 Offence of Failure to Make Return Officer in default means the directors and company secretary, not the shareholders. The automatic late filing penalty that Companies House applies to annual accounts does not apply here; enforcement runs through prosecution instead. In practice Companies House tends to pursue prosecution in persistent or serious cases rather than a single late filing, but the legal exposure exists. The simplest protection is to file the form the same day the board resolves the allotment.

What to Gather Before You Start

Pull the following from the board minutes authorising the allotment and the company’s register of members:

  • The date or date range of the allotment.
  • The class, number, nominal value, amount paid, and amount unpaid on each new share.
  • A description of any non-cash consideration and its agreed value.
  • The company’s total issued share capital across every class after the allotment.
  • The rights attached to every class of shares in issue, taken from your articles of association.

You can complete the paper form downloaded from GOV.UK or the equivalent online fields.3GOV.UK. Return of Allotment of Shares SH01 The information required is the same either way.

Completing the Form

Company Details and Allotment Dates

Enter the full registered company name and company number exactly as they appear on the Companies House register. For a single-day allotment, enter that date in the “from date” box. For an allotment spread over several days, complete both the “from date” and “to date” boxes.4Companies House. SH01 – Return of Allotment of Shares

Shares Allotted

For each class allotted, the form asks for:

  • Class of shares, typically “Ordinary” but potentially “Preference” or another class defined in your articles.
  • Currency. If left blank, Companies House assumes pounds sterling.4Companies House. SH01 – Return of Allotment of Shares
  • Number of shares allotted.
  • Nominal value of each share, meaning the par value stated in the articles rather than the price the shareholder paid.
  • Amount paid on each share, including any share premium.
  • Amount unpaid on each share, again including any premium. For a bonus issue funded from reserves, both paid and unpaid figures can be zero.

Where shares were issued for non-cash consideration, use the dedicated field to describe what the allottee provided (assets, intellectual property, services) and state its agreed value.4Companies House. SH01 – Return of Allotment of Shares

Statement of Capital

This is the section that causes the most rejections, because it does not just cover the new shares. The Statement of Capital is a snapshot of the company’s entire issued share capital after the allotment, across every class. Provide:

  • Total number of shares the company has in issue, not just the newly allotted ones.
  • Aggregate nominal value of all issued shares.4Companies House. SH01 – Return of Allotment of Shares
  • For each class: number of shares, aggregate nominal value, and amount paid and unpaid on each share.

If the company had 1,000 ordinary shares before allotting 500 more, the Statement of Capital should show 1,500 ordinary shares, not 500.

Prescribed Particulars of Share Rights

For every class of shares listed in the Statement of Capital, describe four categories of rights:

  • Voting rights: how many votes each share carries at general meetings, and any conditions or restrictions.
  • Dividend rights: whether the shares entitle the holder to participate in profit distributions.
  • Capital distribution rights: whether the holder is entitled to a share of remaining assets if the company is wound up, and whether that entitlement ranks ahead of other classes.
  • Redemption rights: whether the shares can be redeemed, and if so at whose option and on what terms.4Companies House. SH01 – Return of Allotment of Shares

Take this from your articles of association. A single class of ordinary shares with standard rights can be covered in a few short sentences. Multi-class structures with preference shares or restricted voting rights need more detail. The description does not have to reproduce the articles word for word, but it must accurately reflect each right.

How to Submit

Companies House charges no fee for filing SH01, whether you submit electronically or on paper.5Inform Direct. Form SH01: How to File the Return of Allotment of Shares

Online

The fastest route is the Companies House WebFiling service at ewf.companieshouse.gov.uk. You need a WebFiling account and the company’s authentication code. Once signed in, select the company, choose the SH01 form, and work through each section. The system checks for obvious errors before you submit.6Companies House. Help and Support – WebFiling

By Post

Download the PDF from GOV.UK, complete and sign it, and post it to the single Companies House address that handles paper filings for the whole UK:

Companies House
Crown Way
Cardiff
CF14 3UZ7GOV.UK. Office Access and Opening Times

This applies to companies registered in England, Wales, Scotland, and Northern Ireland alike. Paper filings take longer to process and there is no instant confirmation, so leave a buffer inside the one-month deadline.

Common Mistakes That Cause Rejection

The Statement of Capital problem above is the most common. Others include mismatched nominal values between the allotment section and the Statement of Capital, leaving the prescribed particulars of share rights blank, and entering the wrong company number. WebFiling flags some of these before submission; paper filers do not get that safety net, so check every figure against the company’s existing record on the public register before posting.

If you discover an error after filing, contact Companies House to arrange a correction. There is no dedicated amendment form for SH01, so catching mistakes before submission saves considerable back-and-forth.

One Boundary Worth Noting

If a public company allots shares for non-cash consideration, Section 593 of the Companies Act 2006 requires an independent valuation report before the shares are issued. The valuer must be someone eligible to act as the company’s statutory auditor, and the report must have been prepared within the six months before the allotment. A copy goes to the allottee.8LexisNexis. Section 593 Valuation Under the CA 2006 Private companies do not face this requirement. The SH01 itself does not change, but a public company that skipped the valuation has a problem that filing the return will not fix.