SH01 Form: How To File A Return Of Allotment Of Shares (Step‑By‑Step)

The SH01 form is the statutory notice used to tell Companies House when a UK company allots new shares. In plain terms, it records the issue of shares after incorporation. Under Section 555 of the Companies Act 2006, every company must deliver a return of allotment of shares within one month of allotting shares. Failing to file the SH01 form on time is an offence and can result in fines for the directors.

Unlike a share transfer, where existing shares change hands, an allotment creates new shares and increases the issued share capital. Filing an SH01 form ensures the public register reflects your company’s new capital structure and protects investors’ rights. A delayed or inaccurate filing can cause problems during fundraising, due diligence or a sale.

This guide offers a step‑by‑step walk‑through of how to prepare and file an SH01 form online, including explanations of the statement of capital and the prescribed particulars of rights attached to shares. It also highlights common mistakes, shows when to use SH02 instead, and explains how a trusted cap table platform like Undo Capital can help keep your records in sync.

Why This Matters?

Fast‑growing startups often issue shares to founders, angel investors or employees exercising options. Each allotment needs to be logged properly. Investors may scrutinise your filings during diligence. A messy or inconsistent return of allotment of shares can slow funding, trigger follow‑up questions from regulators and break trust with investors. By understanding the SH01 rules and using structured workflows, you maintain compliance and preserve credibility.

What Is an SH01 Form?

The SH01 form, also called Form SH01 or return of allotment of shares, is a Companies House document used to notify the UK register about new shares issued by a company. Its purpose is to ensure that the public record matches the company’s actual issued share capital after any share allotment. The form can be completed online via the Companies House WebFiling portal or by submitting the PDF by post.

When Must You File It?

• After any share allotment: Whenever a company issues new shares, whether as part of a funding round, a founder top‑up, an option exercise or a share award, it must file a return of allotment of shares using the SH01 form.
• Not for subscriber shares: Shares taken by subscribers when the company is incorporated are not considered an allotment for these purposes.
• Not for transfers: If an existing shareholder sells or transfers shares, no SH01 form is required because the issued share capital does not change. This is handled through a stock transfer form.
• Not for capital reorganisations: Changes such as share splits (sub‑division) or consolidations are filed on Form SH02.
• One‑month deadline: Under Section 555 of the Companies Act 2006, the company must deliver the SH01 form within one month of the allotment date. Filing late is a criminal offence for each officer in default and can trigger financial penalties.

Essential Contents of the SH01 Form

The Companies House SH01 form requires you to provide:

1. Company details: Company number and registered name.
2. Date of allotment(s): For a single allotment, provide the date. For multiple allotments, you can provide a start and end date covering all allotments. This is useful if you issue SEIS and EIS shares on consecutive days.
3. Shares allotted: For each share class and currency, you must state the number of shares, class (e.g., ordinary or preference), nominal value per share, aggregate nominal value, amount paid or unpaid per share, and currency. If there is non‑cash consideration, describe it and include a statement of its value.
4. Statement of capital: You must summarise the company’s share capital after the allotment, showing the total number of shares of each class, aggregate nominal values, aggregate amount unpaid and share totals for each currency.
5. Prescribed particulars of rights attached to shares: For each share class, you must describe the rights. This usually covers voting rights, dividend/distribution rights, capital distribution rights and redemption rights.
6. Non‑cash consideration: If any shares were issued in exchange for something other than money, specify what was given and its value.

SH01 vs SH02 vs Share Transfer

• SH01 form: File when you allot new shares (e.g., fundraising, exercising options).
• SH02 form: File when you reorganise share capital by consolidating, subdividing or re‑denominating shares.
• No SH01 required: When existing shares are transferred between shareholders, no SH01 form is needed; use a stock transfer form and update the register of members.

Before You File: Pre‑Filing Checklist

The biggest compliance failures come from poor preparation. Before logging into Companies House WebFiling to file SH01 online, use this checklist to avoid errors:

1. Authorise the allotment: Check that the board or shareholders have passed resolutions authorising the new shares. Many articles of association require pre‑emption rights to be waived. Without proper authorisation, the allotment may be invalid.
2. Define share classes & pricing: Decide the class (ordinary, preference, non‑voting, etc.), set the nominal value, share premium (if any) and price. Clarify whether the allotment will count as SEIS or EIS shares; SEIS shares must be issued first and at least one day before EIS shares.
3. Prepare subscription documents and board minutes: Draft subscription agreements, board resolutions and shareholder resolutions (if required). These documents record the terms and approval of the allotment.
4. Update cap table & statutory registers: Update your cap table, register of members and register of allotments to reflect the new shares. Keeping these records aligned with the SH01 ensures that the statement of capital matches your internal records.
5. Gather SH01 inputs: Collect all data needed for the SH01: allotment dates, number of shares per class, nominal values, amounts paid/unpaid, description of non‑cash consideration, statement of capital totals and the prescribed particulars of rights attached to shares.

Undo Capital’s cap table platform helps streamline these preparations, generating board resolutions and subscription templates and updating your register automatically. With everything prepared in one place, your return of allotment of shares will be accurate and ready for filing.

Step‑by‑Step: How to File SH01 Online with Companies House?

Many founders worry about filling the SH01 form correctly. This step‑by‑step guide demystifies the process and explains each screen in Companies House WebFiling. The sections correspond to the online form, but also help if you submit the PDF. Throughout, we show examples and highlight potential pitfalls.

Step 1: Set up WebFiling Access

To use Companies House WebFiling, create an account and link your company with your authentication code. The authentication code arrives by post when you incorporate your company; if lost, you can request a new one online. Once logged in, select your company and choose File a return of allotment of shares (SH01) under the Share capital section. This is the same as selecting the SH01 form in the PDF.

Step 2: Enter the Allotment Dates Correctly

On the first screen, specify the date or period in which the shares were allotted. If you issued shares on a single date, enter that date. If multiple allotments occurred, such as issuing SEIS and EIS shares on different days of a funding round, you can enter a start and end date covering the period. For example:

• Single date: 13 December 2025
• Period: Start: 13 December 2025 End: 14 December 2025 (for SEIS shares on the first day and EIS shares on the next day to meet HMRC requirements).

Be sure that the earliest date on the SH01 is within one month of your filing date. Filing beyond one month triggers a default under Section 555.

Step 3: Complete the Shares Allotted Section

This section captures the key details of the allotment. For each class of shares and currency, you must fill in:

1. Class of shares: E.g., ordinary shares or preference shares.
2. Number of shares: Total number of shares allotted for that class.
   
3. Nominal value per share: The face value as set out in your articles (e.g., £0.01 or £1).
4. Aggregate nominal value: Number of shares × nominal value.
5. Amount paid or unpaid per share: State the amount paid on each share and the amount unpaid (including share premium). For cash consideration, you can express the unpaid amount as “0” if fully paid. If shares are partly paid or issued at a premium, note the premium separately in your subscription documents. For example, issuing 1,000 ordinary shares at £1 nominal value with a share premium of £0.50 means each share is issued at £1.50; the nominal value is £1, and the share premium of £0.50 is accounted for in the share premium account.
6. Currency: List the currency (GBP, USD, EUR). If the company allots shares in different currencies, you must provide separate entries for each currency.
7. Non‑cash consideration: If shares are issued in exchange for services, intellectual property or assets rather than cash, describe the consideration and state the fair value. For example, “Issuance in consideration for transfer of intellectual property valued at £50,000”.

The form’s PDF guidance emphasises that each allotment must provide these details and that shares taken by subscribers at incorporation should not be included.

Step 4: Provide the Statement of Capital

The statement of capital is a summary of the company’s share capital after the allotment. You must disclose for each class of shares:

• Total number of shares;
• Aggregate nominal value;
• Total aggregate amount unpaid on those shares; and
• Currency.

A simple example appears in the diagram below:

In this example, after allotting 20,000 preference shares, the company has 100,000 ordinary shares and 20,000 preference shares. Both share classes have a £1 nominal value and are fully paid. The statement of capital table reflects these totals. Note that if the company issues shares in multiple currencies, you must provide a separate table for each currency.

Alongside the statement of capital, you must set out the rights attached to each share class. The guidance lists four types of rights that must be covered:

1. Voting rights: Specify whether each share confers one vote per share, multiple votes, or no voting rights. For ordinary shares, you typically write: “One vote per share on a show of hands or poll”.
2. Dividend/distribution rights: Describe whether the shares carry rights to participate in dividends or distributions. For ordinary shares, you might state: “Rank pari passu for dividends; eligible for any dividends declared by the directors”.
3. Capital distribution rights: Explain the rights on a return of capital (e.g., liquidation). For instance: “On winding up, ordinary shares rank pari passu and share pro rata in any surplus capital”.
4. Redemption rights: If the shares are redeemable, set out the terms; if not, say “Non‑redeemable”.

These prescribed particulars should be concise but accurate. Failing to describe the rights clearly is a common reason for Companies House to reject the form. For example, stating “ordinary rights” without specifying voting or dividend rights is insufficient. The guidance also emphasises that if there is more than one share class, you must provide the particulars for each class separately.

Step 5: Review and Submit

Before submitting the SH01 form, carefully review the entries. Errors in totals or rights descriptions can cause the form to be rejected, leading to delays and possible late filing penalties. In particular:

• Check totals: Ensure the aggregate nominal value and amount unpaid match your internal cap table.
• Ensure dates are within one month: If the earliest allotment date falls outside one month of the filing date, you must file separate SH01 forms for each allotment period to avoid a breach.
• Maintain evidence: Save a PDF or printed copy of the filed SH01 form and any filing confirmation emails. Keep these records with your board minutes and subscription agreements.

After filing, update your statutory registers and cap table to match the public record. Undo Capital can automatically adjust your cap table and generate your next confirmation statement, ensuring compliance across filings.

Step 6: Issue Share Certificates

Section 769 of the Companies Act 2006 requires the company to prepare and deliver share certificates within two months after allotment. The share certificate is evidence of the shareholder’s ownership and should be issued even if the shares are uncertificated. Templates usually specify the share class, number of shares, nominal value and any share premium. You may also need board approval to issue certificates, and you must update your register of members to reflect the certificate numbers.

Once share certificates have been issued, store them safely. Many companies use digital certificates along with physical copies. Undo Capital supports digital certificates that can be signed electronically, ensuring timely delivery and reducing administrative burden.

Common SH01 Mistakes and How to Avoid Them

Even experienced founders and finance leads make mistakes when filing the form SH01. Here are frequent errors and ways to avoid them:

Missing the One‑Month Deadline

Under Section 555, you must file within one month of allotment. Late filings can lead to fines starting at £150, depending on how overdue they are. Officers can also face criminal charges for continued default. To avoid this, mark allotment dates on your calendar and prepare the SH01 immediately after issuing shares. Using automated workflows that remind you of due dates reduces the risk of late filings.

Incorrect Statement of Capital Totals

Companies House rejects many SH01 forms because the statement of capital totals does not match the shares allotted. This often happens when founders forget to update the existing share totals before adding the new allotment. Ensure that the numbers in the statement of capital reflect the position after the latest allotment. Tools like Undo Capital update the totals automatically when you confirm an allotment.

Incomplete Prescribed Particulars

Failing to describe the voting, dividend, capital distribution and redemption rights properly can cause delays. Use clear, concise language; check your articles of association to ensure the rights are accurate and consistent. For example, a typical ordinary share description might say: “Ordinary shares carry one vote per share. Dividends are paid at the discretion of the directors; shares participate pari passu in distributions on a winding up. Shares are non‑redeemable.”

Mixing Share Classes or Currencies Incorrectly

When you issue shares in different classes or currencies, separate entries are required in both the shares allotted section and the statement of capital. Don’t combine totals across classes or currencies. Also, remember that each share class may have different rights and premium structures; ensure your subscription agreements and board resolutions reflect those differences.

Misinterpreting Non‑Cash Consideration

Some founders think that services or intellectual property given in exchange for shares do not need to be valued. This is incorrect. For non‑cash consideration, you must describe the assets or services and state their value on the form. Seek independent valuations if necessary. Failure to provide a clear description or value can lead Companies House to reject the SH01. Where the consideration cannot be valued, a confirmation statement may be needed from an independent valuer.

Confusing Allotment with Transfer

Some founders mistakenly file an SH01 when they transfer existing shares to a new shareholder. A transfer is not an allotment; it does not change the total number of shares. Use a stock transfer form and update the register of members accordingly. The SH01 form is only used for new shares.

Understanding the Statement of Capital and Prescribed Particulars in Detail

Many founders find the statement of capital and the prescribed particulars of rights attached to shares to be the most confusing parts of the SH01 form. Here we explore these sections in more depth, with examples and practical tips.

What Is the Statement of Capital?

The statement of capital is a snapshot of your company’s share capital after the allotment. It ensures transparency for investors, creditors and regulators. For each share class, you must show:

The totals across all classes must then be aggregated. If you have more than one currency, provide a separate table for each currency. If shares are partly paid, the total amount unpaid includes the unpaid share premium. This ensures that the company’s liabilities are clear on the public record.

Example: multiple classes and currency. Imagine that a UK software startup issues 500,000 ordinary shares (£0.01 nominal value, fully paid) and 100,000 preference shares (£0.01 nominal value, £0.009 unpaid). The statement of capital after the allotment would look like this:

In this example, the preference shares are issued partly paid; each share has £0.009 unpaid. The total amount unpaid is 100,000 × £0.009 = £900. The aggregate nominal value is 100,000 × £0.01 = £1,000. The statement of capital clearly shows that there are different payment statuses between classes.

Understanding the Prescribed Particulars of Rights Attached to Shares

Many companies have multiple share classes, such as ordinary, non‑voting, A and B ordinary shares, preference shares or growth shares. Each share class may carry different rights. The SH01 form requires you to describe these rights clearly. Here are some practical guidelines:

• Be concise but specific: Avoid vague descriptions like “standard rights apply”. Use one or two sentences to summarise each right.
• Align with your articles: Check your articles of association or shareholders’ agreement to ensure the rights described match the legal documents.
• Address the four categories: Include voting, dividend, capital distribution and redemption rights, even if a right is not applicable (e.g., “non‑redeemable”).
• Separate by class: If you have multiple classes, provide the rights for each class separately.

For example:

• Ordinary shares: “Each ordinary share carries one vote. Dividends are paid at the discretion of the directors; on a winding up, shares rank pari passu and share in surplus capital. The shares are non‑redeemable.”
• Preference shares: “Each preference share is non‑voting. Holders have a fixed cumulative dividend of 6% per annum, payable in priority to ordinary share dividends. On winding up, preference shares rank ahead of ordinary shares for capital repayment. The shares are redeemable at the option of the company after five years at the original issue price.”

Using precise language ensures that investors understand their rights and avoids disagreements later.

SH01 vs SH02: Differences and When to Use Each

Understanding when to use SH01 vs SH02 helps you avoid filing the wrong form. The distinction lies in whether new shares are being created or existing shares are being reorganised.

An SH02 filing must be delivered within one month of the resolution to reorganise the capital structure. The form captures the new denominations, totals and values after the change.

How Sloppy SH01 History Affects Fundraising Due Diligence?

During investment rounds, investors and lawyers scrutinise a company’s filings to verify share capital. A clean and accurate history of SH01 filings is essential. Here’s why:

1. Cap table mismatches: If the cap table does not match Companies House records, investors may question whether all shares were properly authorised or fully paid. Reconciling these differences can delay closing.
2. Share class confusion: Inconsistent descriptions of share class rights (e.g., missing prescribed particulars) cause uncertainty about voting or economic rights. Investors may demand clarifications or amendments.
3. Potential dilution issues: If previous allotments were filed late or incorrectly, future investors may require rectification or indemnities to cover potential penalties.
4. Impact on valuations: Unresolved discrepancies may lead investors to discount valuations or renegotiate terms.
5. Legal exposure: Repeated late filings can be evidence of poor governance. In extreme cases, the Registrar may order a prosecution for persistent offences.

The Role of Undo Capital in Simplifying Share Allotments and Filings

Managing share allotments manually can be error‑prone and time‑consuming. Undo Capital offers a platform that acts as a single source of truth for your cap table and statutory records. Here’s how it helps:

• Automated cap table updates: When you allot shares, the platform updates your cap table in real time, ensuring that the statement of capital on your SH01 matches the internal records.
• Workflow management: Step‑by‑step workflows prompt you to collect board approvals, prepare subscription documents and share certificates.
• Pre‑filled filings: Undo Capital prepares the SH01 and SH02 forms based on your cap table data. You simply review and submit.
• SEIS/EIS tracking: For companies raising SEIS or EIS rounds, the platform ensures you allot shares in the correct order and monitors the one‑day gap required between SEIS and EIS allotments.
• Digital share certificates: Issue digital certificates with e‑signatures and maintain a secure register.

Using a trusted platform reduces the risk of mistakes and ensures consistent information across your filings, investor updates and statutory registers. It also streamlines due diligence during funding rounds, giving investors confidence that your share capital is accurate and compliant.