How to issue shares and file an SH01

The admin that arrives right after the good news

The round's closed. The money's in. And then you realise the celebrating was the easy part, because now you have to actually give the investors their shares — and tell Companies House you did it.

This is "issuing shares" (formally, an allotment of shares), and the form you file afterwards is the SH01 (the "return of allotment of shares"). It sounds technical. It's genuinely not. It's a short, legally required notification that says: we created some new shares and here's who got them.

But it's a step founders skip, fumble, or forget — and a missed or wrong SH01 is exactly the kind of thing that surfaces in due diligence and stalls your next round. So let's do it properly, once, calmly.

What "issuing shares" actually means

When an investor puts money in, they get shares in return — a slice of ownership. Issuing shares is the act of creating those new shares and handing them over.

Picture your company as a cake cut into a fixed number of slices. Right now, the founders hold all the slices. When an investor comes in, you don't take slices off the founders' plates — you bake more cake. You create new shares and give them to the investor. Everyone's slice is now a slightly smaller share of a bigger cake. That "smaller share of a bigger cake" is dilution, and it's completely normal — it's how every funded company works.

The key things that get decided when you issue shares:

• How many shares the investor receives.
• What class they are (usually ordinary shares — and note that SEIS/EIS relief requires ordinary shares with no special protections, so this matters if you're using those schemes; see: SEIS and EIS explained for founders).
• What price per share they paid (the "nominal value" plus any premium).
• The date the shares were issued.

Once those are agreed and the paperwork's signed, the shares exist. But the world doesn't know yet — that's what the SH01 is for.

The SH01: what it is and the deadline that matters

The SH01 is the form you file at Companies House to officially record the new shares. It's how the public register — the thing investors, banks and anyone doing diligence will look at — gets updated to reflect your new ownership.

The one thing to burn into memory is the deadline: you must file the SH01 within one month of issuing the shares. Miss it and you're filing late, which is both a compliance problem and a bad look. (Always confirm the current deadline and details on the Companies House site, as procedures can change.)

The SH01 itself asks for a handful of things:

• The shares allotted — how many, what class, and the dates.
• The nominal value and the amount paid (and unpaid, if any) on each share.
• A "statement of capital" — a summary of all your company's shares after this allotment: total number, total nominal value, and the rights attached to each class.

That statement of capital is the bit founders find fiddly, because it's not just the new shares — it's the whole picture afterwards. Get a number wrong here and your filed record no longer matches your real cap table, which is precisely the mismatch that makes diligence drag.

Why this ties straight to your cap table

Here's the thread that runs through everything. Your cap table (the list of who owns what slice of the company) and your Companies House record have to tell the same story. Every share you issue should appear in both, with matching numbers.

When they drift apart — an SH01 that wasn't filed, a share issue recorded in your spreadsheet but not at Companies House, a statement of capital with a typo — you get a gap between what your cap table says and what the public register says. Investors will find that gap in diligence, and every gap is a question, a delay, and a small dent in their confidence that you run a tight ship. (See: What is a cap table? for why a clean one matters so much.)

So issuing shares isn't really three separate jobs (issue, file SH01, update cap table). It's one job that has to stay consistent across three places. The whole difficulty is keeping them in sync — by hand, that's surprisingly easy to get wrong.

The hard way to do it

Done manually, here's the obstacle course. You agree the investment and sign the paperwork. You make a note to file the SH01 "soon." You update a tab in your cap table spreadsheet. Three weeks later you remember the SH01, log into Companies House, and start filling in the statement of capital — which means recalculating your total shares across every class, by hand, from a spreadsheet you're not 100% sure is current. You file it. A month later you do another raise and the numbers no longer quite reconcile, because somewhere a figure was transposed.

Then your next investor's lawyer pulls your filing history and your cap table, lays them side by side, and finds they don't match. Now you're reconstructing share history under pressure during a live round — the worst possible time.

None of this is hard individually. It goes wrong because it's spread across forms, deadlines and spreadsheets with nothing keeping them aligned.

How it works in Ledgers

In Ledgers, issuing shares is one move that keeps all three places in sync.

You record the share issue — investor, number of shares, class, price, date — and Ledgers updates your cap table model at the same time, so your ownership picture is instantly current. The SH01 helper then builds the return of allotment from that same data, including the fiddly statement of capital (your total shares after the allotment), so you're not recalculating anything by hand — the numbers come straight from the cap table you just updated.

The Companies House tracker watches the deadline for you. It knows the SH01 is due within a month of the allotment (and tracks your other filings too, like the confirmation statement), so you're prompted in time rather than discovering a late filing. And because your share issues feed your balance sheet's equity, your cap table, your SH01 and your accounts all tell the same story — which is exactly what makes diligence quick. If you're issuing under SEIS/EIS, the same records flow into your SEIS3/EIS3 certificates.

Nothing disappears and nothing drifts: one event, recorded once, reflected everywhere.

What you'd actually do

Your round closes Friday. In Ledgers, you record the share issue — three new investors, ordinary shares, the amounts and the date. Your cap table updates on the spot, so you can see exactly who now owns what. The SH01 helper assembles the return, statement of capital and all, from those same numbers. You review it, file it well inside the one-month window, and the Companies House tracker marks it done.

A month later, when your next investor's lawyer compares your filings to your cap table, they match perfectly — because they were always the same data. The admin that usually trips founders up took an afternoon and left no loose ends.

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Ready to stop juggling forms, deadlines and spreadsheets? In Ledgers, recording a share issue updates your cap table, the SH01 helper builds your Companies House return from the same data, and the Companies House tracker keeps the one-month deadline in view — so your cap table, your filing and your accounts always match. See your numbers without learning accounting → start free. (Confirm current filing rules with Companies House.)

Raising under SEIS/EIS? Here's how the relief works: SEIS and EIS explained for founders →

Want the foundation first? Start with What is a cap table? →

Frequently asked questions

How do I issue shares to investors in the UK?

You agree how many shares, what class (usually ordinary), the price and the date; sign the allotment paperwork; create the shares; then file an SH01 at Companies House within one month and update your cap table to match. The key is keeping the share issue, the SH01 and the cap table all telling the same story.

What is an SH01 form?

The SH01 is the "return of allotment of shares" — the form you file at Companies House to officially record newly issued shares. It includes the shares allotted, their value and a statement of capital (a summary of all your shares after the allotment). It must be filed within one month of issuing the shares.

What's the deadline for filing an SH01?

You must file the SH01 within one month of the date you allotted (issued) the shares. Missing it means a late filing and a compliance problem. Always confirm the current deadline on the Companies House website, as procedures can change.

Why does issuing shares affect my cap table and due diligence?

Every share you issue must appear in your cap table, your SH01 and your Companies House record with matching numbers. If they drift apart, investors find the gap during due diligence — and each mismatch is a question and a delay. Keeping all three in sync is what makes a raise go smoothly.

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