Filing an SH01 return of allotment of shares

The SH01 — formally the return of allotment of shares — is the filing that puts a new share issue on the public record. It is required by section 555 of the Companies Act 2006, and it has a filing deadline of 1 month after the shares were allotted.

The form does not simply record the shares you have just issued: it requires a complete snapshot of your company's issued share capital, including a written description of the rights attached to every class in issue.

Why it matters

• It's a legal requirement. Filing an SH01 within one month of an allotment is required by law, and missing the deadline is an offence by your directors.

• It keeps your public record accurate. Investors, acquirers and diligence providers look at your Companies House record. If it doesn't match your cap table, expect questions.

• It protects your next funding round. You may be asked to warrant that your Companies House filings are complete and up to date. Gaps and errors may complicate or delay your closing.

• It's permanent. Everything on the form stays on the public record, so it's worth getting right first time.

Before you start

Check the following before you begin:

• The allotment needs to be recorded in Shareflo first. The SH01 is generated from your cap table, so add the new holdings in Shareflo before you create the form.

• You need your Companies House authentication code if you plan to file online. If you don't have one, request it early — it is posted to your registered office and takes several days to arrive.

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

Important: everything you put on an SH01 appears on the public register permanently and cannot be removed. That includes any contact details you add in the presenter section.

When you must file an SH01

You must deliver an SH01 to Companies House within one month of making an allotment of shares. The clock runs from the date of allotment, not the date the money arrives or the date the board minutes are signed.

The following all trigger an SH01:

• Issuing shares to a new or existing shareholder for cash

• Issuing shares for non-cash consideration, such as services or an asset transfer

• A share option being exercised — at exercise, new shares are allotted and the one-month clock starts

• Bonus or capitalisation issues

• Issuing founder shares after incorporation, including reverse-vesting shares

The following do not require an SH01:

• Shares issued as part of company incorporation. These are captured on the IN01 as part of the statement of capital and initial shareholdings.

• Transfers of existing shares. A transfer moves ownership of shares already in issue; no new shares are created. Transfers are recorded in your register of members and surface at Companies House on the next confirmation statement. In rare cases a share transfer may affect your PSC register (see the end for details).

• Granting options. No shares are allotted at grant, so nothing is filed until exercise.

What the form must contain

An SH01 has five substantive parts.

1. Company details. Full company name and registered number, with no abbreviations. Companies House is strict about this — "A Demo Company Limited" cannot be shortened to "A Demo Co Ltd".

2. Allotment dates. If all the shares were allotted on one day then that date goes in the "from" box. If they were allotted over a period, then the from and to dates get populated.

3. Shares allotted. For each class allotted: currency, class name, number of shares, nominal value per share, amount paid per share (including any premium), and amount unpaid per share. If part of the purchase was made other than with cash (for example by transferring assets to the company) then details must be provided.

4. Statement of capital. A snapshot of the company's entire issued share capital at the date the return is made up — not just the shares you have allotted. Complete a separate table for each currency.

5. Statement of capital — prescribed particulars. A written description of the rights attached to each class of share shown in part 4.

The statement of capital covers every class, not just the one you allotted

For example, if your company has Ordinary, A Ordinary, Growth and Deferred shares in issue, and you allot a new Preferred share class, your SH01 must describe the rights of all five classes.

One useful clarification point: it is classes in issue that matter, not classes that merely exist in your articles. A class authorised by the articles with no shares issued does not appear in the statement of capital and needs no particulars.

What the prescribed particulars must say

The prescribed particulars provide details on the rights which are attached to a given share class. They should contain the following information:

In most cases you will be using legal advice when you create a new share class - for example as part of an equity round or when creating a new employee option share class. In that case, your lawyer will normally write these particulars as part of the relevant Companies House filing.

When you subsequently file an SH01, Shareflo will automatically search Companies House to find the particulars from your previous filing(s) and re-use them.

What Companies House will reject

The particulars must be meaningful and standalone. A reader of the public register should be able to understand the rights from the box alone, without opening another document. Companies House publishes these as rejection grounds:

• "Not applicable" standing alone (it is fine as a qualifier inside a full sentence)

• "Pari passu" standing alone (it is fine as a qualifier inside a full sentence)

• Cross references to the Articles of Association or other documents

• "Share rights are the same as those already in issue"

Companies House's own example of acceptable wording for a straightforward company on model articles is: "Ordinary shares have full rights in the company with respect to voting, dividends and distributions."

Our own experience is that although Companies House say they reject non-compliant particulars, this doesn’t seem to happen very often in practice. Most likely they will accept your SH01 with whatever particulars you provide. However, there is a risk that investors, acquirers and diligence providers later rely on a public record that does not match your articles.

Signing and authorising: what is actually required

This is one area where practice has moved on and most guidance has not caught up.

Who may authorise the form

The SH01 may be authorised by a director, the company secretary. It may also be authorised by the company’s accountant or lawyer if they have been authorised by the board to do so.

Note also that since 18 November 2025 directors must have verified their identity with Companies House.

You do not need a wet ink signature

Since 1 May 2024 the Registrar's Rules have replaced the requirement for a signature with authentication by printed name. The form itself has not caught up — the SH01 still shows a signature box and its checklist still says "You have signed the form".

So in summary, it is fine for you to simply print your name on the form (Shareflo will do this for you). If you do choose to sign, Companies House accepts signatures that are digitally generated, typed directly into the form, scanned onto the form, or hand-written in black ink. DocuSign and similar platforms are fine and widely used in practice.

Note that when an SH01 is filed through WebFiling (see below), there is no signature field at all. Authentication is by the company's authentication code, and the filing simply records that it was authorised by one of the permitted categories of person.

Presenter details are optional

The paper form includes a "presenter information" block — contact name, company, address, DX and telephone. None of it is required. It exists so Companies House knows who to contact with a query, and in practice it is normally only completed when an adviser (e.g. law firm) handles the filing rather than the company itself.

Two things to bear in mind. Everything you enter there appears on the public record permanently, so think twice before you put your personal email or mobile number. This is also the reason why Shareflo automatically adds a name but not a signature.

Creating your SH01 in Shareflo

Shareflo generates a completed SH01 for you from your cap table. You will find it under Documents → Regulatory filings.

Because Shareflo already holds your full share register — every class, every holding, nominal values, amounts paid and unpaid — it can populate the whole statement of capital automatically, including for the classes you have not touched in this allotment. This is useful because the statement of capital is most often the part that people get wrong.

You will need to review the prescribed particulars for each class before generating the SH01. Shareflo will produce wording from the rights you have previously recorded against each class, but those descriptions must be a faithful summary of your articles — so check them against your articles, particularly if your articles have been amended since the class was created. If you are allotting a new class for the first time and no previous public filings contained any particulars then you will need to draft these yourself.

Submitting the form to Companies House

Shareflo produces the completed form; you then file it. There are two routes.

Option 1 — File online via WebFiling (recommended)

WebFiling is free, and filings are usually accepted within hours rather than the days or weeks a postal filing takes.

Start here: https://idam-ui.company-information.service.gov.uk/

Before you start you will need:

• The email address and password for your Companies House account

• Your company's authentication code — a 6-character code Companies House posts to your registered office. If you have never used the service, you can register online and request one, but allow several days for it to arrive in the post.

• Depending on your circumstances, a verified identity via GOV.UK One Login and your Companies House personal code

The process:

1. Sign in and select your company.

2. Select All forms from the top of the screen → Share capital → Return of allotment of shares (SH01).

3. Fill out all the fields, transposing from the version Shareflo generated for you.

4. Enter your authentication code and submit.

Transposing from your Shareflo form. Keep the generated PDF open alongside the browser. The Shareflo form presents the fields in the same order WebFiling asks for them, so you can work straight down the page.

One important point to note: once you’ve filled out the details of the new allotment, you might think that Companies House would automatically increase the number of shares in the the statement of capital. This is not the case. In the web portal you’ll see the old statement of capital (i.e. before your latest allotment). By contrast, the Shareflo-generated form will contain the new updated statement of capital, so you should simply be able to edit the CHS statement of capital to match the Shareflo form.

Option 2 — File by post

Post is slower and cannot be tracked through to registration, but it remains available and is sometimes necessary.

Send the completed form to:

Companies House, Crown Way, Cardiff, CF14 3UZ

All documents now go to Cardiff, whether your company is registered in England and Wales, Scotland or Northern Ireland. Older versions of the form show separate Edinburgh and Belfast addresses — these are out of date, and sending there will cause your post to be redirected and delayed. You can confirm the current position on the Companies House office access and opening times page.

Instructions:

1. Print the form generated by Shareflo.

2. Use a guaranteed delivery service if you are close to the one-month deadline. Companies House will not accept postal delay as an excuse for a late filing.

What happens after you file

If you filed online, Companies House usually accepts the filing within a few hours and you will receive a confirmation email. A postal filing takes longer.

Once accepted:

• The new shares appear on your company's public record at Companies House, and the filing itself is visible in your filing history.

• The statement of capital you submitted becomes the latest published position.

• Your Shareflo cap table and the public record are back in step.

If Companies House rejects the filing, they will email you to explain why. Correct the issue and resubmit — and note that the original one-month deadline still applies, so act quickly.

What happens if I miss the filing deadline?

In principle, it is an offence to file an SH01 late, and the directors can be personally liable to pay a fine. Companies House now has the ability to fine you directly if it chooses to do so.

In practice, we observe that many SH01s are filed late, and we have not personally experienced a case where a penalty has been applied in relation to an SH01. Therefore, while you should definitely aim to avoid a late filing, if you do find yourself in a position where you have missed the filing deadline your best course of action is probably to rectify the situation as quickly as possible by submitting the missing filing.

Do you need to change your PSC register?

The PSC (Persons with Significant Control) register records the details of the individuals who control your company, either by holding over 25% of the shares in the company or through various other levers of control. If the share allotment takes one of your shareholders above the PSC threshold (or pushes a different shareholder below that threshold) then you may also need to file to update your PSC register with Companies house.

Common mistakes to avoid

Describing only the class you allotted. The statement of capital covers your entire issued share capital. Every class in issue needs its own prescribed particulars.

Pointing at the articles. "Rights as set out in the Articles" is a published rejection ground. The box has to stand on its own.

Leaving limb (d) blank. State expressly whether the shares are redeemable, even when the answer is no.

Confusing nominal value with price paid. Nominal value is the face value of the share — often £0.0001 or £0.01. The amount paid is what the shareholder actually handed over, including any premium. Both are required in the Shares Allotted section, and in both cases, you are providing the amount per share, not the total.

Letting the public record drift. Varying class rights is notified on an SH10, which does not carry prescribed particulars — so a rights variation will not refresh the description on the register. It stays stale until your next allotment or confirmation statement. If you vary class rights, make a note to bring the register up to date at the next opportunity.

Troubleshooting

Companies House rejected my SH01. They will email you with the reason. The most common causes are an incomplete statement of capital, prescribed particulars missing for one or more classes, or a company name that doesn't exactly match the register. Fix the issue and resubmit as soon as you can — the original one-month deadline still applies.

I don't have a Companies House authentication code. You can request one when you register for an online account, but it is posted to your registered office and takes several days to arrive. If your deadline is close, file by post instead.

The prescribed particulars are blank for one of my share classes. This happens when there is no previous Companies House filing for Shareflo to draw the wording from — usually because you are allotting a brand new class for the first time. You will need to write the particulars yourself, or ask your lawyer for the wording used when the class was created.

The statement of capital in WebFiling doesn't match my Shareflo form. WebFiling shows your share capital as it stood before this allotment, and does not update it automatically. Assuming your Shareflo cap table is up to date, edit the figures in WebFiling so they match the Shareflo-generated form.

I've already missed the deadline. File as soon as possible. See the section above on late filing — the priority is to get the record corrected rather than to delay further.

Still stuck? Contact our support team at support@shareflo.co.uk or use the chat widget in your Shareflo app.