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Whenever you issue new shares in your company, you need to file an SH01 form with Companies House. In this article, we explain how to fill in an SH01 form, as well as how to go about filing it with Companies House so that your company’s shareholding is correctly recorded.
We’ll guide you through an example SH01 form step-by-step, answer common questions (including what an SH01 actually is) and link to some helpful resources to simplify the process. Let’s get started.
An SH01 is an official form that you must file with Companies House when you issue new shares in your UK company. The form is titled ‘Return of allotment of shares’, and you’d need to file this form to give notice about shares issued after incorporation.
If you’ve already incorporated a company, you’ll know that allocating shares and naming shareholders is part of this process. You’ll only need to file an SH01 if you allocate new shares after incorporation.
“The main difference between a share issue (or allotment) and a share transfer is that a share issue is the allocation of new shares, whereas a share transfer is the transfer of existing shares from one person to another.”
CX Team Lead,
When you file an SH01, you’ll also normally have to file a shareholders resolution with Companies House. The official title of this document is “Written Resolution for the Allotment of New Shares.” If you’re signed up for any SeedLegals Funding products, we generate your Shareholders resolution for you.
Good to know: When you issue shares via SeedLegals, your SH01 and Shareholder Resolutions are automatically generated. Soon you’ll be able to submit your SH01 to Companies House directly from SeedLegals.
If you need to fill in an SH01 form manually for Companies House, here’s our guide.
You can find your company number by looking up your company on the Companies House register.
You must use ALL CAPITALS to fill in the form.
In most cases, the shares you’re informing Companies House about will be allocated on the same day so there’s usually no need to fill in the ‘To Date’ line.
Before you fill in the SH01, be mindful of the “From Date” you’re going to enter. You’ll want to make sure that the date you received funds for the shares is before the date you say the shares were allocated.
If you’re filing the SH01 for a blended SEIS/EIS round, remember that to remain compliant with both schemes, you must issue the shares over a range of dates because SEIS shares must be issued at least 24 hours before EIS shares.
This section is only about the new shares you’re issuing – not the existing shares in your company.
Use a new line for each different currency or different class of shares.
The nominal value of each share can be found within your IN01 (Incorporating Document) – or SH02 if you’ve done a Share Split.
Under Amount Paid, the Share Premium is the price that the shares were sold for, so here enter the price per share from the sale. If you’re issuing shares to a new co-founder, then it would be typical to enter the nominal value here.
You can also issue shares in exchange for services. In this case, see line 2 of our example above – write NIL under Amount Paid and then give a brief description underneath in the box for Details of non-cash consideration.
The Statement of capital section gives the whole picture of your company’s assets. This includes existing shares and the new shares allotted in Section 3.
In the column for Number of shares, include both the newly allotted shares and those already in existence. In this example, SEEDLEGALS EXAMPLE LTD had 200,000 Ordinary Shares before the 50,000 allotted in Section 3 of this SH01.
Use a separate line for each share class, if you hold more than three classes of shares, use the continuation page (Page 7).
Use Currency Table B and C only if you issue shares in currencies other than that listed in Currency Table A.
To calculate the Aggregate nominal value, multiply the number of shares by the nominal value of the shares.
Remember to fill in the total for each currency. If you only have one currency, fill in the total at the bottom of the page.
This section is used to set a clear definition for each class of share you list under the Statement of capital. Make sure that any class of share you listed earlier in the form is also described in this section. In the example above, you can see the standard legal definition of the Ordinary Share. Here it is, in case you want to copy and paste it:
< The Ordinary Shares are Ordinary Shares that do not carry any present or future preferential right to dividends, to the Company’s assets on a winding up or to be redeemed in preference to shares in any other class of shares. They have attached to them full voting rights and full dividend rights. They do not confer any rights of redemption. They have capital distribution rights limited to pro rata rights in proportion to the total number of Ordinary Shares. >
For any other class of shares such as preferential shares which carry different rights, you’ll need to clearly describe them in terms of how they differ in rights to the Ordinary Shares.
For example, it may be the case that the preferential shares entitle the owner to receive a fixed amount of dividend every year. This would be ahead of individuals that hold Ordinary Shares.
As you can see from the above example, the accompanying text on the SH01 is a useful way to clarify the extent of the rights associated with a particular share.
This section is obviously important but people do forget to sign. Double-check you’ve signed it before you file it.
This page is optional. Remember that Companies House documents are public record so any information you write here will be publicly available. The address we’ve highlighted in the example above is the postal address to use if your company is registered in England and Wales.
Don’t forget to issue the share certificate to the new shareholder.
When you’ve completed the form, submit it to Companies House. There are currently two ways to submit an SH01: via e-filing or by post.
You can file your SH01 online via an online form on the Companies House portal. To do this, you must be registered for web filing. If you aren’t already registered, first check you’re eligible and then register. Watch the video below for a detailed explanation of how to submit your form on the Companies House portal.
If you’re submitting by post, you’ll need to fill in the PDF form and print it.
You can also submit your SH01 by old-fashioned snail-mail. If your company is registered in England or Wales, simply post your SH01 along with your Shareholders Resolution (and Articles of Association if you’ve just completed a funding round) to:
Registrar of Companies
The SH01 deadline for submission is within one month of the date you issue the shares.
Need to change something on a previously submitted SH01? Don’t worry, we’ve made a video to explain how to do this: