When a UK company issues new shares, it must notify Companies House using the SH01 form. This is a critical compliance step under the Companies Act 2006. Missing deadlines or filing incorrect details can expose directors to penalties and cause issues with investors or auditors.

In this guide, we’ll cover what the SH01 form is, when it’s required, and how to file it correctly. You’ll also learn common mistakes to avoid and why many founders and CFOs choose expert compliance support to stay ahead.

What Is the SH01 Form?

The SH01 form (Return of Allotment of Shares) is the official Companies House form used when a company issues (allots) new shares.

It records:

  • The number of shares issued
  • The type (ordinary, preference, redeemable, etc.)
  • The nominal (par) value
  • The amount paid or unpaid on the shares
  • Share premium (if applicable)
  • Currency of allotment

This form does not transfer existing shares, it only reports newly issued ones.

Why Filing the SH01 Matters

Filing the SH01 is a legal requirement. Here’s why it matters:

  1. Legal Compliance – Under section 555 of the Companies Act 2006, companies must notify Companies House of new share allotments.
  2. Transparency – Share capital information is publicly available; investors and regulators rely on accurate records.
  3. Investor Trust – VC firms and angel investors expect accurate filings as part of due diligence.
  4. Avoiding Penalties – Late or incorrect filings can result in fines for the company and even director liability.

When Must You File the SH01 Form?

  • Timeline: Within one month of allotting new shares.
  • Events triggering SH01 filing include:
    • Issuing shares to new investors
    • Employee share scheme allotments
    • Bonus issues of shares
    • Conversion of loan notes into shares
    • Any increase in share capital

Failing to file within one month is a criminal offence by the company and every officer in default.

Step-by-Step Guide: How to File the SH01 Form

1. Gather Required Information

Before starting, prepare:

  • Company name and registration number
  • Date of allotment
  • Number and class of shares
  • Nominal value and share premium (if applicable)
  • Currency
  • Statement of capital after the allotment

2. Complete the SH01 Form

You can file online via Companies House WebFiling or submit a paper form.

The form has five main sections:

  1. Company Details – Name and number.
  2. Allotment Details – Number, class, and nominal value of shares issued.
  3. Statement of Capital – Updated total share capital.
  4. Prescribed Particulars – Rights attached to the shares (e.g., voting rights, dividend rights).
  5. Signature – Must be signed by a director, secretary, or authorized person.

3. File the Form with Companies House

  • Online filing: Fastest and most efficient, confirmation usually same-day.
  • Paper filing: Slower (can take several weeks).

4. Keep Internal Records

  • Update the company’s register of members.
  • Issue share certificates to new shareholders within two months.
  • If required, update shareholder agreements or cap tables.

Common Mistakes to Avoid When Filing SH01

  1. Missing the one-month deadline – triggers potential penalties.
  2. Incorrect share classes – e.g., recording “ordinary” when they’re “A ordinary” shares.
  3. Forgetting the statement of capital – must reflect the new total after allotment.
  4. Failing to record share premium – especially common in investment rounds.
  5. Not updating internal records – statutory registers must align with Companies House filings.

Example: Filing SH01 After a Funding Round

Imagine your startup closes a £1M seed round. You issue:

  • 100,000 ordinary shares at £0.01 nominal value each.
  • Investors pay £10 per share (so £9.99 is premium).

On the SH01 form, you’d record:

  • Nominal value: £0.01
  • Amount paid per share: £10
  • Share premium: £9.99
  • Updated statement of capital: includes original + new allotment

This ensures Companies House reflects both the new investors and the company’s actual share capital.

Compliance Tips for SH01 Filing

  • File online whenever possible – quicker and less error-prone.
  • Double-check share premium calculations – a common area for mistakes.
  • Coordinate with legal advisors when allotments are linked to shareholder agreements.
  • Use a compliance calendar to track filing deadlines, especially if managing multiple entities.

Why Many Companies Outsource SH01 Filings

For startups and SMEs, managing statutory filings in-house is time-consuming. Errors can delay investment rounds or trigger penalties. That’s why many founders turn to compliance specialists.

How Commenda Can Help

Commenda is an all-in-one compliance and tax platform trusted by cross-border companies. With Commenda, you can:

  • Automate compliance deadlines with a built-in compliance calendar.
  • Centralize filings and documents in a secure digital hub.
  • File SH01 and other Companies House forms with expert support.
  • Scale globally with entity management, tax, and cross-border compliance in one place.

Whether you’re closing a funding round, expanding overseas, or simply issuing employee shares, Commenda ensures your company stays compliant, without the stress.

Book a demo with Commenda and get expert help filing your SH01 form today.

Final Thoughts

Filing the SH01 form may look straightforward, but the details matter. A single error in share class, nominal value, or timing can create compliance risks. By following this step-by-step guide, and leveraging expert support when needed, you’ll ensure your company remains compliant, transparent, and investor-ready.

If your business is scaling and you want peace of mind on filings like SH01, consider partnering with Commenda, so you can focus on growth while they handle compliance.

Frequently Asked Questions

Do I need to file SH01 if I transfer shares?

No. SH01 only covers new shares issued. Share transfers are handled by the stock transfer form and do not involve Companies House (though stamp duty may apply).

Can I file SH01 late?

Yes, but it’s technically a breach. Companies House will still accept it, but you may face penalties and risk director liability.

Who can sign the SH01?

Any company director, secretary, or authorized person.

Do I need to file SH01 for share splits?

No. Share splits or consolidations use the SH02 form.