SH01 Form: How to File a Return of Allotment of Shares

An SH01 form must be filed with Companies House within one month of the allotment of new shares. That deadline comes from section 555 of the Companies Act 2006; it applies to every limited company, and there is no extension procedure. Failure to comply with it is a criminal offence by the company and every officer in default under section 557.

The form itself takes about twenty minutes. The decisions it records are harder. How you split the consideration between share capital, share premium and a director's loan account, how you describe non-cash consideration, and what rights you write into the prescribed particulars all have consequences that are difficult to unwind afterwards. This guide covers what the SH01 form asks for, section by section; how to file it; what happens if the deadline is missed; and the mistakes that cost the most.

When Do You Need to File Form SH01?

The SH01 form reports an allotment, i.e., the creation and issue of new shares that increases the company's issued share capital. If the issued share capital does not change, no SH01 is required.

This distinction is where most confusion starts. Selling half your share to a co-investor feels like the bigger event, but it is a transfer, not an allotment. The company has not issued anything new, so no SH01 form is filed.

File an SH01 form when you:

• Issue shares to a new investor for cash
• Issue shares as consideration for property, another business, or any other asset
• Capitalise a director's loan account into shares
• Create and issue a new class of shares, such as alphabet shares for a spouse or adult child
• Make a bonus issue or a rights issue
• Issue shares on the exercise of an option

Do not file an SH01 form for:

What Counts as the Allotment Date?

Under CA 2006 s.558, shares are allotted when a person acquires an unconditional right to be entered in the register of members. In a normal private company allotment, that is the date the board passes the resolution approving the allotment, assuming the application and any conditions are already satisfied.

It is not the date the subscription money lands in the account. It is not the date the share certificate is signed. It is not the date the register of members is written up.

Where one SH01 form covers a series of allotments made on different dates, the one-month clock runs from the earliest allotment in the series. A single form covering three months of allotments is, by definition, late.

Do You Have Authority to Allot the Shares?

The SH01 form does not ask whether you had authority to issue the shares. That does not mean the question goes away, because an allotment made without authority can be challenged later.

A private company with only one class of shares can normally rely on CA 2006 s.550, which gives directors power to allot unless the articles say otherwise. Anything else needs authority under s.551, usually an ordinary resolution. Statutory pre-emption rights under CA 2006 s.561 also apply unless they have been disapplied or waived.

There is a further duty that is easy to overlook. Where one director in a two-shareholder company issues shares to himself and thereby dilutes the other shareholder, the proper purpose duty under CA 2006 s.171(b) is engaged. Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 remains the leading authority for the proposition that an allotment made for an improper purpose can be set aside, even where the directors believed they were acting in the company's best interests.

What Information Does the SH01 Form Ask For?

The current paper form is SH01 version 8.0 (03/26). The online version on Companies House Web Filing asks for the same information in the same order. There are six sections.

Section 1: Company Details

Company name in full and company number, matching the public register exactly. A form filed under a slightly incorrect name is a common reason for rejection.

Section 2: Allotment Dates

A "from date" if every share was allotted on the same day. Use both a "from date" and a "to date" when the allotments happened over a period.

Section 3: Shares Allotted

This section also contains the box that matters most where assets change hands: details of non-cash consideration. If the shares were paid up otherwise than in cash, you must state the consideration for which they were allotted. A description such as "in consideration for the transfer of the freehold property at [address]" goes on the public record permanently.

Section 4: Statement of Capital

This is the section people get wrong. The statement of capital is not a statement of the shares you have just allotted. It is a snapshot of the company's entire issued share capital after the allotment across all classes.

For each class, you give the number of shares, the aggregate nominal value, and the total aggregate amount unpaid, including both the nominal value and the premium. Separate tables are used for each currency, and a total table sums them. Enter nil where shares are fully paid, as Companies House will assume they are fully paid if the box is left blank.

The statement of capital on the SH01 should agree to the called-up share capital in your next set of statutory accounts. Where it does not, the discrepancy is visible to anyone who looks, including a lender's solicitor during a refinance.

Section 5: Prescribed Particulars of Rights Attached to Shares

A separate set of particulars for each class shown in section 4, covering:

• Voting rights, including rights that arise only in certain circumstances
• Rights to participate in a distribution of dividends
• Rights to participate in a distribution of capital, including on winding up
• Whether the shares are redeemable, at the option of the company or the shareholder

For a single-class company, this is boilerplate. For a family company running alphabet shares, this section puts the structure on the public record. Write it to match the articles, and check that the articles say what you think they say.

Section 6: Signature

Signed on behalf of the company by a director, secretary, person authorised under CA 2006 s.270 or s.274, administrator, administrative receiver, receiver, receiver manager, or CIC manager.

How Do You File an SH01 Form with Companies House?

There is no Companies House fee for an SH01 form, whether filed online or on paper.

Step 1: Pass and minute the board resolution

Record the allotment, the class, the number of shares, the consideration and the allotment date. Confirm the authority relied on and that pre-emption rights were followed, disapplied or waived. The minute is your evidence of the allotment date.

Step 2: Diarise the deadline the same day

One month from the allotment date, entered on the day the board resolves.

Step 3: Pull the statement of capital figures

Take the current issued share capital for every class from the register of members, then add the new shares. Do this before opening the filing screen.

Step 4: File online through Companies House WebFiling

Sign in through GOV.UK One Login, select the company, then choose Share capital and return of allotment of shares (SH01). Online filing is usually accepted within hours and produces a timestamped receipt, which is the evidence you want if the delivery date is ever questioned.

Step 5: Or file on paper if you must

Download form SH01 from GOV.UK. Complete it in typescript or bold black capitals, sign it, and post it to the correct Companies House office. The delivery date is the date it is received, not the date of posting.

Step 6: Check the filing history

Confirm the entry appears as "Statement of capital following an allotment of shares on [date]" with the correct aggregate figure and check it against your accounts.

What Happens If You Miss the SH01 Deadline?

CA 2006 s.555(2) requires the company to deliver the return within one month of making an allotment, and s.555(3) requires it to be accompanied by a statement of capital. There is no application to extend and no administrative grace period.

The consequences are criminal rather than a civil late-filing fee. CA 2006 s.557(1) provides that where a company fails to comply with s.555, an offence is committed by the company and by every officer of the company who is in default. On summary conviction, s.557(2)(b) provides for a fine together with a daily default fine for continued contravention.

Prosecutions are rare in practice. That is not the same as the risk being nil, and Companies House has materially expanded enforcement powers following the Economic Crime and Corporate Transparency Act 2023.

Can You Apply to the Court for Relief?

Where the return has not been delivered in time, any person liable for the default may apply to the court for relief under CA 2006 s.557(3). If the court is satisfied that the omission was accidental or due to inadvertence, or that it is just and equitable to grant relief, it may make an order extending the time for delivery.

For a small company three weeks late, a court application costs far more than the exposure is worth. The usual approach is to file immediately and accept that the register shows a late delivery date. Where the delay runs to months or years, and particularly where a sale, refinance or dispute is in prospect, the s.557(3) route becomes worth pricing.

What Is the Commercial Cost of a Late SH01?

A late or missing SH01 form shows up in due diligence. A buyer's solicitor, upon comparing the register of members with the public record and finding an unreported allotment, will raise it as a title-to-shares issue, and the standard response is a warranty, an indemnity, or a price reduction. On a refinance, a lender's solicitor will want the register put right before drawdown.

How Does the SH01 Work When Shares Are Issued for Property?

This is where the SH01 form stops being administrative. When assets are transferred to a company in exchange for shares, the shares constitute the consideration, and the structure of that consideration drives the tax result. The form is the public record of the choice you made.

Worked Example: A £720,000 Property Portfolio Transferred for Shares

Assume a landlord transfers three let residential properties into a newly formed company on 15/06/2026.

• Combined market value: £720,000
• Combined original cost: £430,000
• Gain on transfer: £290,000
• Mortgages refinanced into the company: £300,000
• Net equity to be satisfied by consideration: £420,000

The board resolves to allot on 15/06/2026, so the SH01 form must be filed with Companies House by 15/07/2026.

Step 1: Decide how the £420,000 is satisfied

Two structures are considered. Option A issues shares for the whole £420,000. Option B issues shares for £210,000 and leaves £210,000 on a director's loan account.

Step 2: Work out the section 3 entries

Under Option A, 100 ordinary shares of £1 each are issued at £4,200 per share:

100 × £4,200 = £420,000

Under Option B, 100 ordinary shares of £1 each are issued at £2,100 per share:

100 × £2,100 = £210,000

Step 3: Work out the section 4 statement of capital

Both options produce the same figure, because nominal value is unaffected by the premium:

100 shares × £1 nominal = £100 aggregate nominal value, plus the £1 subscriber share

Step 4: Work out the tax consequence

Incorporation relief under TCGA 1992 s.162 is restricted where part of the consideration is not taken in shares. The chargeable gain is calculated as:

£290,000 × (£210,000 ÷ £420,000) = £145,000

At the 24% residential rate, ignoring the annual exempt amount:

£145,000 × 24% = £34,800

Comparison of Option A and Option B

Both options produce an SH01 form showing an aggregate nominal value of £100. The public register looks almost identical. The tax outcomes differ by £34,800 in year one.

Figures are illustrative. The correct SDLT and CGT treatment depends on your specific facts, the properties involved, and whether any relief applies.

Is SDLT Charged on the Shares or on the Property?

Section 53 of the Finance Act 2003 provides that where a company acquires property from a person connected with it, the chargeable consideration is not less than the market value of the property at the effective date, irrespective of the consideration actually passing. HMRC's guidance at SDLTM30220 confirms this also applies where the consideration consists of the issue of shares in a connected company, and SDLTM30224 works through that scenario directly.

On the facts above, the chargeable consideration for SDLT is £720,000, not the £420,000 of shares issued.

The gap is £30,000, and it exists before anyone considers whether the 15% flat charge in FA 2003 Sch 4A applies to a single dwelling worth more than £500,000, or whether relief for a property rental business is available. Where a genuine partnership has been running for long enough, FA 2003 Sch 15 para 18 may reduce the charge substantially, but that analysis is fact-specific, and HMRC scrutinises it closely.

Figures are illustrative and based on residential rates and the higher-rate surcharge as they stand for 2025/26.

What Else Must You Do After Filing the SH01?

Filing the SH01 form is one of five things that need to happen, and the others carry their own deadlines.

Update the register of members – CA 2006 s.554 requires the company to register the allotment as soon as practicable and in any event within two months. The register of members is the legal record of ownership; the public register at Companies House is not.

Issue share certificates – Within two months of allotment under CA 2006 s.769.

Check whether a new PSC has been created – If the allotment takes a shareholder above 25% of shares or voting rights, they become a person with significant control and a PSC01 or PSC02 must be filed. Under the ECCTA identity verification regime, individuals notified as new PSCs must complete identity verification within the required window.

File the confirmation statement – Shareholder names do not appear anywhere on the SH01 form. They reach the public register through the confirmation statement (CS01). Where the new shareholding matters to a lender or an incoming investor, it is often worth filing an early confirmation statement rather than waiting up to twelve months.

Reconcile to the accounts – Called-up share capital and share premium in the next statutory accounts should agree to the statement of capital on the SH01. If your accountant produces a different figure, one of the two is wrong.

How Do You Correct an SH01 Filed with Errors?

You cannot simply file a second, better SH01 form and hope the first is ignored. The original stays on the register permanently.

The route is form RP04, second filing of a document previously delivered, submitted with a complete corrected version of the original SH01. There is no fee. The corrected version carries the date of the original filing, not the date you noticed the error. Companies House annotates the original entry to record that a second filing exists.

A second filing is available for documents delivered under the Companies Act 2006 on or after 01/10/2009, and SH01 is on the list of eligible forms. It is designed for inaccuracies in a document that was properly delivered in the first place. It is not a way to delete a filing you now regret, and it will not remove an allotment that has already occurred.

Where a second filing does not fix the problem, the remaining options are an application to the registrar to remove material under CA 2006 s.1094, or an application to the court for rectification under CA 2006 s.1096. Both are slower and more expensive than getting the original filing right.

What Are the Most Common SH01 Filing Mistakes?

The most expensive SH01 mistakes are counting the deadline from the wrong date, reporting only the new shares in the statement of capital, and confusing nominal value with the amount paid. The eight below account for most rejected, late or misleading filings.

Diarising from the wrong date – The clock runs from the allotment date under CA 2006 s.558, not from payment or from the share certificate.

Reporting only the new shares in section 4 – The statement of capital covers the company's total issued share capital after allotment across all classes.

Confusing nominal value with amount paid – Nominal value is the par value of the share. Amount paid includes any premium. Entering £4,200 as the nominal value creates a public record of £420,000 of share capital that will not agree to your accounts.

Describing non-cash consideration too loosely – "Consideration for assets transferred" tells HMRC nothing and provides no evidence three years later when you need to show what was actually transferred.

Covering months of allotments on one form – The deadline runs from the earliest allotment in the series, so a single form covering a long period is late on delivery.

Capitalising a director's loan without modelling it first – Converting a loan account into shares takes one board resolution and one SH01. It also permanently removes a tax-free extraction route.

Assuming startup guidance applies – Advice for tech companies stresses the importance of filing promptly to protect SEIS and EIS eligibility. Property investment and property development are excluded activities for those schemes.

Forgetting the change of control clause – Most lending facilities contain one. Issuing 40% of a company to a new investor may breach it, and the SH01 makes the change public.

Who Can See Your SH01 Filing on the Public Register?

Once accepted, the SH01 form and its statement of capital appear on the public register and stay there. Anyone can see the date the allotment was made, the date the form was delivered, the class and number of shares, and the resulting share capital.

Three groups read this routinely. Lenders check it on a refinance against the change-of-control provisions in the facility. Buyers' solicitors check it during due diligence against the register of members, and any mismatch becomes a warranty or a price adjustment. HMRC can compare the non-cash consideration described in section 3 against the SDLT return and the CGT computation for the same transaction.

Companies House now also operates under materially expanded powers following the Economic Crime and Corporate Transparency Act 2023, including the ability to query information, require evidence, and impose financial penalties administratively rather than through prosecution. A filing history showing repeated late or second-filed documents is visible, permanent, and read as a proxy for how the company is run.

Do You Need to File an SH01? The Short Answer

Whether you need to file an SH01 form depends on one thing: whether the issued share capital has changed. New shares mean an allotment and a one-month deadline under CA 2006 s.555. A transfer of existing shares means a stock transfer form and no SH01 at all.

The filing itself is short and free. The decisions behind it are not. The split between share capital, share premium and a director's loan account settles how much incorporation relief is available and how money comes back out of the company later. The description of non-cash consideration is the evidence HMRC will read against your SDLT return. Those choices are fixed at the moment the board resolves, and a second filing on form RP04 corrects a typo, not a structure.

Frequently Asked Questions About the SH01 Form