How to File an SH01 Form With Companies House: Step‑by‑Step Guide for UK Founders

If you’ve issued new shares, you must file an SH01 form. The return of allotment of shares tells Companies House that your company completed an allotment of shares. You have one month to submit the Companies House Form SH01. Miss it, and officers can be fined.

This guide explains how to file the SH01 form online, what goes into the statement of capital, how to draft the prescribed particulars, and how to avoid common errors in the SH01 form. If you're raising capital, filing the SH01 form with Companies House correctly protects your cap table and your next confirmation statement (CS01).

What the SH01 Form Is and When to File It?

The SH01 form (Return of allotment of shares) notifies Companies House when a company creates new shares. Under section 555 of the Companies Act 2006, this return must be delivered within one month of the date on which shares are allotted. Allotment means allocating a specific number of shares to a person; an issue occurs when that person’s name appears in the register of members. You file based on the date of allotment.

You do not file an SH01 for transfers of existing shares, share splits or consolidations (SH02 form) or changes to share rights (SH08 form). Filing the wrong form can delay compliance.

Why Timely Filing Matters and What Is Changing?

Meeting the one‑month deadline isn’t optional. Section 557 provides that missing it is an offence; each officer in default can be fined. Late filing also creates discrepancies between your cap table and the public register, which can slow down investment rounds.

The law is evolving, too. From 18 November 2025, the Economic Crime and Corporate Transparency Act requires companies to hold their own register of members; this will be the primary record of ownership. Your confirmation statement must include a full list of shareholders and share classes. Accurate SH01 filings make future compliance easier.

SH01 Filing Deadline and Consequences of Missing It

Legally, you must file the SH01 within one month of the allotment date if your board approved an allotment on 1 March; file by 31 March. Missing the deadline triggers the following consequences:

• Offence and fines: Failure to file is a criminal offence. Officers in default may be fined. Courts can grant relief if the omission was accidental, but you cannot rely on that.
• Possible late‑filing fees: Advisory firms warn that fines can range, depending on how late the form is submitted. Persistent failure may attract daily penalties.
• Investor confidence: Discrepancies between the public register and your cap table make due diligence slower and may raise concerns during fundraising.

What You Need Before You Start Filing?

Avoid rushing by gathering information before logging into WebFiling. The core items are:

1. Company number and allotment date(s). The date of allotment comes from your board minutes or subscription agreements.
2. Share class, currency, number of shares and nominal value. Record each class separately. The nominal value is the minimum legal value assigned to shares.
3. Statement of capital. After the allotment, you must state the total number of shares, aggregate nominal value and amounts paid and unpaid.
4. Prescribed particulars. Describe the rights attached to each class: voting rights, dividends, capital distribution on winding‑up and whether the shares are redeemable.
5. Premium paid (if any). Record any share premium above the nominal value.
6. WebFiling authentication code. This six‑digit code authorises online filings and is sent by post. Request it early; it can take up to 10 working days.
7. Board resolutions and pre‑emption waivers. Confirm that directors are authorised to allot shares and that existing shareholders have waived pre‑emption rights if necessary.
   

Undo Capital’s platform consolidates these details in a share‑issue pack, reducing administrative friction.

Example: Calculating Your Statement of Capital

Let’s make this concrete.

Your company has 100,000 ordinary shares. Each has a nominal value of £0.01. That means your current nominal share capital is £1,000.

You then complete an allotment of shares in a Series A round. The board approves 50,000 new Series A shares at £1 per share. Of that £1:

• £0.01 is the nominal value
• £0.99 is the share premium

After the allotment, your company has 150,000 shares in total. The new nominal share capital is £1,500.

Here is how this appears in the statement of capital section of the SH01 form:

The £49,500 of share premium (50,000 × £0.99) does not affect the nominal value. It is recorded in the share premium account, not in the statement of capital.

If the Series A shares carry one vote per share, a 5% cumulative dividend, and a liquidation preference equal to the subscription price plus accrued dividends, those rights must be written clearly in the prescribed particulars section of the SH01 form.

This example underscores why accuracy matters. Any mismatch between your board resolutions, subscription agreements and SH01 can lead Companies House to query the filing or require an amendment. Using a platform like Undo Capital helps ensure the numbers in your statement of capital reconcile with your cap table and investor agreements.

Founder Timeline: Compliance After a Funding Round

Compliance runs on a timeline. On the day your board approves the allotment, the allotment date is set. From this date:

• Within one month: File the SH01 form. Gather your data pack, complete the online form and save the receipt.
• Within two months: Issue share certificates. Certificates should list the shareholder’s name, the class and number of shares and the date of issue.
• Immediately after allotment: Update your register of members. A person becomes a shareholder only when their name appears in the register. From 18 November 2025, this register becomes the legal record of ownership.
• Within 14 days, if thresholds are crossed: Update your PSC register if a new shareholder holds more than 25% of shares or voting rights.
• Annually: File your confirmation statement (CS01) to confirm that all company details are accurate. After 18 November 2025, you must include a full list of shareholders and share classes.

Plotting these dates on a calendar helps ensure nothing slips through the cracks. Undo Capital’s compliance tracker automatically surfaces upcoming deadlines and sends reminders so your team can focus on the business.

Share Classes and SEIS/EIS Considerations

Different share classes carry different rights and can affect tax relief for investors. Ordinary shares usually carry one vote per share and rank equally for dividends and capital. Alphabet shares (e.g., A and B shares) let founders vary dividends or voting rights without changing the nominal value. Preference shares may have fixed dividends or liquidation preferences.

When raising under the Seed Enterprise Investment Scheme (SEIS) or Enterprise Investment Scheme (EIS), share classes must meet HMRC rules. EIS shares cannot carry preferential rights to dividends or capital; otherwise, the tax relief could be withdrawn. Founders typically create a new class of ordinary shares for SEIS/EIS investors. Sequencing matters: SEIS shares must be allotted and paid for before EIS shares in the same round.

If you’re new to fundraising, explore How to Prepare Your Startup for Investment: Legal and Financial Checklist and What Documents Do You Need for SEIS/EIS Advance Assurance? These guides help ensure your articles of association, subscription agreements and SH01 form align with investor expectations and HMRC rules.

How to File the SH01 Form Online?

Companies House encourages online filing because it’s faster and less prone to errors. The SH01 form online mirrors the paper form, but with prompts to minimise mistakes.

1. Sign in: Access Companies House WebFiling and enter your company number and WebFiling authentication code. Navigate to “File a form” and select SH01, return of allotment of shares.
2. Enter allotment date: Provide the date of allotment. If there were multiple allotments (for example, separate SEIS and EIS tranches), add each date.
3. Input share details: For each allotment, state the share class, currency, number of shares and nominal value. Input any premium. Double‑check that the total matches your board minutes.
4. Complete the statement of capital: Summarise the company’s share capital after the allotment, including aggregate nominal value and amounts unpaid.
5. Set out prescribed particulars: Describe the rights attached to each class, voting, dividends, capital and redemption. Use clear language consistent with your articles of association.
6. Review and submit: Review all entries for accuracy. Submit the form and save the confirmation receipt. Companies House updates the public register usually within 24 hours.

Paper filing is possible by downloading the SH01 form pdf from GOV.UK, signing it and posting it. However, digital filing is free, quicker and reduces the chance of errors. The new identity‑verification rules also empower Companies House to query or reject incomplete filings.

After You File: Essential Next Steps

Filing the SH01 is only part of the compliance process. Immediately after submission:

• Update your register of members. Enter each new shareholder’s name, address, share class and number of shares. A person is not legally recognised as a shareholder until their name appears in the register. From 18 November 2025, the register of members becomes the legal record of ownership.
• Issue share certificates. Section 769 of the Companies Act requires companies to issue certificates within two months of allotment. Certificates list the shareholder, class and number of shares and date of issue.
• Update your cap table and other registers. Ensure your cap table reflects the new ownership. Update registers of allotments and PSCs (persons with significant control) if thresholds are crossed.
• Plan your confirmation statement (CS01). Every company must file a confirmation statement at least once a year. After 18 November 2025, you must include a full list of shareholders and share classes. Align your SH01 data with your next CS01 to avoid inconsistencies.

Why Internal Records Matter for Due Diligence?

Many founders see public filings as the main compliance hurdle, but investors will scrutinise your internal documents. Your register of members, board minutes and share certificates must reconcile with the SH01 form, subscription agreements and cap table. In fundraising or an exit, investors and legal counsel will examine these documents. Discrepancies can delay closing or, worse, reduce investor trust. Use this filing as an opportunity to tidy your records. Platforms like

Undo Capital centralise board resolutions, share certificates, investor agreements and filings in one data room. For guidance on building a complete data room, see How to Build an Investor‑Ready Data Room for UK Funding Rounds.

Mistakes that Trigger Rework: Case Studies

Even careful teams make mistakes. In one case, a founder created “Growth Shares” with special capital rights but filed the SH01 under the generic name “Ordinary shares.” The filing was accepted, but when the company later issued further ordinary shares, the mismatch in rights caused confusion. A capital raising round was delayed while the company filed an RP04 to correct the class name.

Another example involved misreporting the nominal value: a company issued preference shares with a £1 nominal value but entered £0.01 in the SH01. The mistake lowered the aggregate nominal value in the statement of capital. The discrepancy wasn’t discovered until auditors prepared the annual accounts, leading to an amended filing and extra legal fees. These cases show that accurate share class names, nominal values and prescribed particulars are essential.

Common Mistakes and How to Avoid Them?

Founders often make similar errors on SH01 forms. Prevent re‑filings by watching out for:

• Incorrect share class names. Use the exact class name from your articles of association. Avoid abbreviations.
• Incomplete prescribed particulars. Don’t write “as per articles.” Spell out voting, dividend, capital and redemption rights.
• Numbers that don’t add up. The statement of capital must reconcile with your cap table.
• Wrong dates. Use the allotment date, not the payment date or board meeting date.
• Multiple allotments were mishandled. If shares are allotted on different dates or in different classes, file them separately or add multiple entries rather than mixing them.
• Missing authentication code. Request your WebFiling authentication code early.
• Neglecting post‑filing tasks. Update the register of members and issue certificates as soon as possible to stay compliant.

Glossary of Key Terms

Next Steps

Filing the SH01 form is essential whenever your company creates new shares. To recap: file within 30 days, prepare your data pack, and keep your internal records aligned with your public filings. Accurate information now makes later tasks, like issuing share certificates, updating registers and filing the confirmation statement, much smoother.

If you’re issuing shares as part of a fundraising round, consider using Undo Capital’s integrated platform. It automatically generates the SH01 form, calculates your statement of capital and ensures that SEIS/EIS sequencing is correct. The platform also manages your cap table, share certificates and data room so compliance and fundraising stay aligned.

Beyond compliance, properly filed SH01 forms protect your company’s valuation and reduce friction in due diligence. Investors and acquirers want to see that your cap table, articles and statutory filings align. Treating share allotments as an integral part of your governance, not an afterthought, pays dividends when you next seek investment or negotiate an exit.

Note: This guide is for general information only and does not constitute legal, tax, or financial advice. Always seek professional advice before filing an SH01 form or making statutory submissions to Companies House.