Return of allotment of shares: How to file an SH01 with Companies House

Author:

Lucy Hoyle

Read time:

4 minutes

Published date:

July 18, 2024

UK companies must file an SH01 with Companies House within 30 days of allocating new shares. Learn how to complete and file an SH01 form, and how Carta simplifies the process.

What is an allotment of shares?

An allotment of shares is the process of creating and issuing new shares in a company. This can happen when the company is initially registered (or incorporated), and whenever there is a change to its overall share capital – such as after a funding round.

What is a return of allotment of shares (SH01)?

A return of allotment of shares (or SH01) is a form that limited UK companies are legally required to file with Companies House after issuing new shares.

You only need to file an SH01 when there’s a change to your company’s overall share capital, which doesn’t include transferring or splitting existing shares. Note that shares allotted when your company is initially registered (or incorporated) in the UK must be reported in an IN01 form instead.

SH01 filing deadline

You must submit an SH01 form to Companies House within 30 days of issuing new shares. If multiple share allotments are recorded in a single SH01 filing, the deadline is 30 days from the earliest allotment.

You’ll also need to include the details of any new shareholders in your next confirmation statement (CS01).

How to file an SH01 form

In this article, we’ll show you how to complete an SH01 form manually and submit it to Companies House.

Alternatively, if you’re a Carta customer, you can generate and file an SH01 without leaving the platform. Skip ahead to the final section to find out how it works.

Company and share details

Start by downloading an SH01 template from the UK government website. Fill in your company name, company registration number and the relevant share allotment dates.

If you’re using one form to cover several allotments at different times, you’ll need to include the earliest and latest dates. For shares allotted on the same day, simply enter the “from date”.

Portion of SH01 form as of June 2024

The third section of the form asks for information about the class, currency and number of shares allotted, as well as the nominal value of each share. You also need to state the amount paid for each share (typically nominal value plus share premium) and how much is left unpaid, if applicable.

At the bottom of the section, there’s space to describe any share allotments not settled in cash (e.g. shares issued in exchange for services).

Portion of SH01 form as of June 2024

Statement of capital

The statement of capital helps Companies House understand the capital structure of your business at the time of your latest share allotment.

You need to enter the class and number of shares currently issued, the aggregate nominal value (i.e. the number of shares multiplied by the nominal value of each share) and the total amount that remains unpaid.

Use a separate table for different currencies, if applicable, and then calculate the totals for each table and the grand total.

Portion of SH01 form as of June 2024

Prescribed particulars of rights

Next, you need to detail the prescribed particulars of rights attached to the shares you listed in the statement of capital.

This is essentially a summary of shareholder rights (specific to each share class), such as voting rights, the right to participate in a distribution and the right to redeem shares.

Portion of SH01 form as of June 2024

Sign and file your SH01 form

Your SH01 form can be signed by a company director, company officer or the person authorised under section 270 or 274 of the Companies Act 2006.

Portion of SH01 form as of June 2024

The final step is to submit your SH01 to Companies House, either by posting a printed copy or using the Companies House WebFiling service if you completed and signed the form digitally.

Including your contact information allows Companies House to get in touch about your SH01, if needed.

Portion of SH01 form as of June 2024

How to generate and file your SH01 on Carta

Completing and filing your SH01 doesn’t have to be a time-consuming task. With Carta, you can generate an SH01 in a matter of minutes. The form will be automatically populated with your company's cap table data; all you need to do is review it and fill in any remaining information. You can even file your SH01 directly with Companies House via the platform.

To get started, log in to your company account and select ‘Companies House’ from ‘Filings’ in the left-hand navigation bar. Click ‘Generate filing’ and select ‘SH01’ from the drop-down menu.

To ensure your statement of capital is correct, you need to select all the allotments relevant to this particular return (e.g. new shares issued since your previous SH01 filing). Click the button at the bottom of the page to continue.

Next, add details about the prescribed particulars of rights attached to the relevant share class or classes (which reflect the allotments you selected in the previous step). If this information is recorded on your cap table, it will already be filled in; simply review it and click ‘Continue’ to generate your SH01 filing.

You now have the option to download the report, save it for later or submit it to Companies House. If you haven’t enabled direct filing via the platform yet, click ‘File to Companies House’ and follow the instructions to link your accounts.

If you’ve already set up the Companies House integration, you’ll see a slightly different screen. Tick the box at the bottom of the page to confirm you’ve reviewed the data, then click ‘File to Companies House’ when you’re ready.

Once the form has been successfully delivered, you’ll receive a confirmation email and the SH01 will be marked as ‘filed’ on the platform. This allows you to keep track of which share allotments have already been reported and which are outstanding, making future filings much simpler.