Creating and filing an SH01 in Shareflo

For broader context on when an SH01 is needed, what the prescribed particulars must say, and what Companies House will reject, read our Knowledge Base guide, How to File an SH01 Form: Deadline & Steps (UK Guide). This article covers what to do in Shareflo.

Why it matters

• Shareflo builds the statement of capital for you. It is generated from your cap table, including the share classes you did not touch in this allotment.

• Your public record and your cap table stay in agreement. Investors and acquirers check your Companies House record against your records.

Before you start

• Who can do this: a Company Admin or Manager.

• Record the allotment first. The SH01 is generated from your cap table, so add the new shares (or the option exercise) in Shareflo before you create the form.

• Check your deadline. You have one month from the date of allotment, not from the date the money arrived.

• Have your company authentication code ready if you want to file directly from Shareflo or through WebFiling. Companies House posts the authentication code to your registered office and it can take up to 10 working days, so request it early. See Obtaining a Company's House Authentication Code in the related articles at the bottom of this page.

Important: everything on an SH01 appears on the public register permanently and cannot be removed.

Step 1: Check that Shareflo can access your Companies House account

1. Open your company in Shareflo and go to Documents → Regulatory filings.

2. Click “Check Connection”. Shareflo will verify that it can still connect to your Companies House account.

3. If you haven’t provided an authentication code yet then Shareflo will ask you to provide one; or if your existing code is rejected, Shareflo will ask you for a new one.

4. You can skip this step if you don’t want Shareflo to file the SH01 for you, and you are happy to send it by post instead.

Step 2: Select the allotment(s) which you want to file

1. Click Generate Filing

2. You will see a list of all your recent allotments, with an indicator showing which ones Shareflo believes have already been filed

3. Select the allotments you wish to be included in this new filing. A single SH01 filing can cover more than one allotment, and you would typically include ALL allotments that have not been filed yet.

Note that you can only include up to 6 “rows” in a single Companies House filing - where a row is a group of allotments which were made in the same share class at the same purchase price. It’s rare that you’ll ever exceed this. But if you do then Shareflo will warn you. In that case you will need to split it into two separate SH01 filings, submitting the oldest ones first and the newer ones second.

Step 3: Fill out the other information about the filing

1. Signatory: You will be asked to name the filing signatory. Companies House filings normally need to be approved by a company director or the company secretary, so add their name here

2. Non-cash consideration: Shareflo will already know the price that was paid to purchase the shares, and will fill that in automatically. But the SH01 must also state whether any non-cash consideration was paid - for example transferring some intellectual property to the company. If so, you should add that here.

3. Share class particulars: Because an SH01 form also updates your statement of capital, it lists all share classes (not just the ones you are allotting). That statement of capital will show the total numbers of shares of each class that are outstanding (Shareflo calculates this automatically) and the “particulars” of each share class. The particulars is text describing what rights the share class has - for example to vote in company resolutions, or to participate in dividends and liquidations. Shareflo will automatically pull the particulars from your previous Companies House filings so normally you won’t need to do anything here. But if they are missing or incorrect for any reason then you can edit them here.

See our Knowledge Base Article, How to File an SH01 Form, for more details on what should be included in your share class particulars.

Step 4: Check the filing

1. Once all fields have been completed, click Generate Filing and Shareflo will create a PDF version of your filing

2. At this point you can view it to verify that everything is correct. If not, you can still go back and make changes.

Step 4: File it

Option 1: File directly from Shareflo (recommended)

1. If you have provided a valid Company authentication code to Shareflo then you can file your SH01 directly from Shareflo

2. First click Check Filing. Shareflo will then contact Companies House to validate that all the fields in your SH01 are consistent with the information held at Companies house - for example that no share classes have been omitted and that the total share counts seem broadly consistent

3. If there are any errors, Shareflo will guide you to correcting them.

4. Once that’s done, click File with Companies House to submit the document electronically.

Companies House filings need to be manually approved by Companies House, and Shareflo will keep track of this approval process. You can see the status of your filing in Shareflo. See the Related Article (at the bottom) on Filing Companies House documents directly from Shareflo for more details on how Shareflo handles this process, including how filings are queued for Companies House review.

Option 2: File through WebFiling yourself

1. If you do not want to file through Shareflo, then you can do it yourself via the Companies House WebFiling service.

2. Sign in to Companies House WebFiling and select your company.

3. Choose All forms, then Share capital, then Return of allotment of shares (SH01).

4. Copy the figures across from the form Shareflo generated.

Important: WebFiling shows your statement of capital as it stood before this allotment and does not update it automatically. When filling out the fields, you will need to manually change it to match the Shareflo form.

1. Enter your authentication code and submit.

2. Once you’ve done that, click “Mark as Filed manually” in the Shareflo filing, so Shareflo is aware that this SH01 has been filed. This will avoid the risk that later on you “double-file” for the same share allotment.

Option 3: File by post

Print the form Shareflo generated and send it to Companies House, Crown Way, Cardiff, CF14 3UZ. All documents now go to Cardiff, whichever part of the UK your company is registered in. Older forms show Edinburgh and Belfast addresses, which are out of date. If you are close to the deadline, use a guaranteed delivery service, as Companies House will not accept postal delay as an excuse.

Once your form has bene accepted, click “Mark as Filed manually” in the Shareflo filing, so Shareflo is aware that this SH01 has been filed. This will avoid the risk that later on you “double-file” for the same share allotment

What happens after

• If you submit via Shareflo, then the submission is recorded and shows its status in Regulatory filings. Shareflo emails you when the filing is accepted or rejected.

• Companies House usually accepts online filings within a few hours. A postal filing takes longer.

• Once accepted, the new shares appear on your public record and your cap table and the register are back in step.

• If Companies House rejects the filing, you will be told why. Correct the issue and resubmit. The original one-month deadline still applies, so act quickly.

Do you need to update your PSC register?

If the allotment takes a shareholder above 25% of the shares, or pushes someone below it, you may also need to update your PSC register with Companies House.

What if I miss the deadline?

File as soon as you can. It is an offence to file late and directors can be personally liable for a fine. In our experience late SH01s are common and we have not seen a penalty applied, so the priority is to get the record corrected rather than to delay further.

Troubleshooting

I cannot see the File with Companies House button.

Check that you are a Company Admin or Manager, that your company is connected, and that the filing is ready to submit. You may also need to wait for an earlier filing to reach an outcome.

My authentication code is not accepted, or I do not have one.

Make sure you are using the company authentication code and not a personal code. If you do not have one, see Obtaining a Company's House Authentication Code in the related articles at the bottom of this page. If your deadline is close, file by post instead.

The prescribed particulars are blank for one of my share classes.

This usually means there is no earlier Companies House filing for Shareflo to take the wording from, for example because you are allotting a brand new class. Write the wording yourself, or ask your lawyer for the wording used when the class was created.

The statement of capital in WebFiling does not match my Shareflo form.

WebFiling shows your share capital before this allotment. Assuming your Shareflo cap table is up to date, change the figures in WebFiling to match the Shareflo form.

Companies House rejected my SH01.

Read the reason in the email from Companies House, correct the relevant information, check the filing again and refile it. The most common causes are an incomplete statement of capital, missing prescribed particulars for one or more classes, or a company name that does not exactly match the register.