SH01 form: how to issue shares and file the return of allotment

Form SH01, the return of allotment of shares, is how a UK limited company tells Companies House it has issued new shares after it was formed. You must deliver it within one month of the allotment. There's no Companies House fee. You can file it online, through software or on paper, and it includes a statement of capital: a summary of every share the company has once the new ones are counted.

That's the form. Issuing the shares properly comes first, and that's where most mistakes start. This guide covers both: what to sort out before you allot, how to fill in the SH01 field by field, and what tends to go wrong.

SH01 at a glance

When you need an SH01, and when you don't

You file an SH01 whenever a limited company allots new shares after incorporation. That includes:

• shares issued to investors in a funding round (a share issuance, in investor language);
• new shares for a founder, co-founder or employee;
• shares issued when an employee exercises an option, or when a convertible note or advance subscription agreement converts (our guide to convertible notes and SAFEs explains how those turn into shares);
• bonus shares, which the form asks you to include.

You don't file an SH01 for:

• the subscriber shares taken when the company was formed. Those are in the incorporation application, and the SH01 itself says it can't be used for them;
• a transfer of existing shares from one person to another. No new shares are created, so there's nothing to allot. The change goes in your register of members;
• splitting or consolidating shares, which has its own form (SH02).

Before the SH01: issuing the shares properly

The SH01 reports an allotment that has already happened. Get these steps right first, because the form is only as good as the paperwork behind it.

1. Read your articles and any shareholders' agreement. They may limit how many shares the directors can issue, require investor consent, or set out how existing shareholders get first refusal.
2. Check the directors can allot. In a private company with only one class of shares, the directors can allot more shares of that class unless the articles stop them (section 550 of the Companies Act 2006). Otherwise they need authority under section 551, given by the articles or by an ordinary resolution. That authority must state the maximum number of shares and an expiry date no more than five years away.
3. Deal with pre-emption rights. By law, new shares issued for cash must first be offered to existing ordinary shareholders in proportion to what they already hold (section 561). A private company can exclude this in its articles, or shareholders can disapply it by special resolution. Many funding rounds include that resolution.
4. Allot the shares. The board approves the allotment, in minutes or a written resolution, usually once the investment agreement is signed and the money has arrived. The date of that approval is usually your allotment date.
5. Send Companies House any resolutions. Special resolutions, an ordinary resolution giving the directors authority to allot, and amended articles all have to be filed within 15 days. This is separate from the SH01.
6. Update the register of members as soon as practicable, and in any event within two months of the allotment (section 554). Share certificates must be ready within the same two months (section 769).
7. Record it in your books. The money received is split between share capital (number of shares × nominal value) and share premium (the rest). Your cap table changes at the same moment.

The share class matters if you're raising under SEIS or EIS: investors only get the relief on ordinary shares without preferential rights to dividends or assets, or rights to be redeemed. SEIS and EIS explained for founders covers the conditions.

How to file an SH01, step by step

1. Find the company authentication code. Online filing needs the company's six-character authentication code. Companies House posts it to the registered office, and it can take up to 10 working days to arrive, so request it early if nobody knows it.
2. Collect the details. The allotment date or dates, the number and class of new shares, their nominal value, the price paid per share, and an up-to-date register of members showing every share already in issue.
3. Choose how to file.
   • Online. GOV.UK's SH01 page links to Companies House's online service, labelled "File your allotment of shares online". You sign in with your Companies House account and enter the authentication code. Companies House says you may need to verify your identity with GOV.UK One Login before using its online filing. Online is the quickest route.
   • Software. Some company secretarial and cap table software can file an SH01 electronically, and many accountants file them for clients.
   • Paper. Download the SH01 PDF from the same GOV.UK page and post it to Companies House. Paper takes longer to process, and Companies House may send back a form that's incomplete or wrong.
4. Complete the six sections, explained below.
5. Sign and submit. Keep the confirmation and the filing reference with your share records.
6. Check the public register. Once the form is accepted, look your company up on the Companies House register and check the statement of capital reads as you expect.

The SH01 form, field by field

The current paper SH01 (version 8.0, dated March 2026) has six numbered sections. The online form asks for the same information.

1. Company details. The company number and full name, exactly as they appear on the register.

2. Allotment dates. If all the shares were allotted on one day, put that date in the "from" box. If they were allotted over a period, give the first and last dates.

3. Shares allotted. One row for each class of share in each currency:

• Currency. Leave it blank and Companies House assumes pounds sterling.
• Class of shares. For example Ordinary, A Ordinary or Preference.
• Number of shares allotted.
• Nominal value of each share. The face value fixed in your share structure, such as £0.001 or £1. Not the price.
• Amount paid (including share premium) on each share. The price per share the investor actually paid.
• Amount (if any) unpaid (including share premium) on each share. Usually 0.

If any shares were paid for with something other than cash, such as an asset or services, describe it in the non-cash consideration box. A public company may also need to attach a valuation report.

4. Statement of capital. The company's whole issued share capital after this allotment. It's explained in the next section.

5. Prescribed particulars of rights. For each class shown in section 4, a short description of the rights attached to it: voting rights, rights to dividends, rights to capital (including on a winding up), and whether the shares can be redeemed. Take the wording from your articles rather than writing it from scratch.

6. Signature. A director, the company secretary or another authorised person signs on behalf of the company.

The paper form also has an optional presenter box. Whatever you put there, like everything else on the form, appears on the public record.

What the SH01 doesn't ask for is the names of the people who received the shares. Shareholder details reach Companies House through the company's next confirmation statement.

The statement of capital, explained

The statement of capital is a snapshot of all the company's shares at the date the return is made up to, not just the new ones. For each currency it lists:

• each class of shares;
• the number of shares in that class;
• the aggregate nominal value: the number of shares multiplied by the nominal value of each;
• the total amount unpaid, if any, including any unpaid premium.

A "total issued share capital" table then adds everything up across currencies: total number of shares, total aggregate nominal value and total unpaid. You must complete that table. If every share is fully paid, enter 0 for the unpaid amount. Companies House assumes the shares are fully paid if you leave it blank.

Two things trip people up. The statement covers every share in issue, so you need the existing numbers as well as the new ones. And it uses nominal value, not the price the shares were sold for, so a large round can add very little to the aggregate nominal value.

A worked example

Illustration only. A company has 1,000,000 ordinary shares of £0.001 each in issue. On 3 October 2026 it allots 250,000 new ordinary shares of £0.001 each to two investors at £2.00 per share, fully paid.

Section 2: from date 03/10/2026.

Section 3, shares allotted:

Section 4, statement of capital:

The company raised £500,000 (250,000 × £2.00). Of that, £250 is share capital (250,000 × £0.001) and £499,750 is share premium. The SH01 is due by 3 November 2026.

SH01 deadline, cost and late filing

Deadline. The return must reach Companies House within one month of the allotment (section 555 of the Companies Act 2006). Each allotment starts its own clock, so if one form reports several allotments over a period, work from the earliest date.

Cost. Companies House doesn't charge a fee for an SH01. It isn't on Companies House's published fee list, which covers filings such as the confirmation statement (£50 online).

If you're late. There's no automatic late-filing penalty for an SH01, unlike late accounts. But failing to deliver it on time is an offence committed by every officer in default (section 557). On conviction the officers can be fined, and a continuing failure can add a daily default fine, up to £500 a day in England and Wales. If the delay was accidental, the company can ask the court to extend the time. In practice, if you've missed it, file it as soon as you notice.

A late SH01 doesn't undo the share issue, but it leaves a gap between your records and the public register, and that's exactly what investors' lawyers check in due diligence.

If you've made a mistake. Companies House can accept a second filing (form RP04) to correct some errors in a document already on the register. Read its guidance on correcting the register before you send one.

Common SH01 mistakes

• The statement of capital shows only the new shares. It has to show the totals after the allotment.
• Price and nominal value swapped. Nominal value is the face value. The amount paid includes the premium.
• Aggregate nominal value miscalculated. It's the number of shares × the nominal value, for each class, then totalled.
• The wrong allotment date. Use the date the shares were allotted, not the date the term sheet was signed or the date you file.
• No prescribed particulars for a new class. If the round creates a new class, such as preference shares for investors, section 5 needs that class's rights.
• Forgetting the other filings. Resolutions and amended articles have their own 15-day deadline, separate from the SH01's one month.
• Leaving the authentication code too late. If nobody has it, a replacement can take up to 10 working days to arrive by post.
• Not updating your own records. The register of members, share certificates and cap table should all match the SH01. A clean cap table is the easiest way to keep them aligned.

Companies House changes to know about

The Economic Crime and Corporate Transparency Act 2023 is changing how Companies House works. As at 13 October 2026, these are the changes that touch share filings:

• Directors must verify their identity. Since 18 November 2025, directors and people with significant control (PSCs) have had to verify with Companies House. Existing directors give their personal code in the company's next confirmation statement. A round can create a new PSC, for example an investor who ends up with more than 25% of the shares, so check who needs to verify. Our guide to Companies House identity verification explains the rules, and the ID verification checker works out each person's date.
• Online filing may ask for GOV.UK One Login. Companies House says you may need to verify your identity with One Login before using its online filing service.
• People who file are next. GOV.UK says identity verification for people who file at Companies House will be introduced at a later date.

The SH01 still asks for the same information, and Companies House still accepts it on paper.

How Ledgers helps with share issues

Your cap table, register of members, SH01 filings and balance sheet all describe the same shares. When they drift apart, the gaps show up in due diligence, and each one becomes a question for you to answer.

In Ledgers you record a funding round once: the investors, the number of shares, the class, the nominal value, the price per share and the closing date. When you approve it, Ledgers posts the journal (the cash in, share capital at nominal value, the rest to share premium) and adds the SH01's one-month deadline to your compliance calendar. For an SEIS or EIS round it adds those compliance milestones too.

The SH01 helper then sets out the details to copy into Companies House's online form, with the number of days left before the deadline. Once you've filed, you record the Companies House reference against the round, so the filing sits next to the share issue it reports.

Ledgers doesn't submit the SH01 for you. You, or whoever does your company secretarial work, file it with Companies House. Before you do, check the statement of capital against your full register of members, including every earlier issue and every class. The cap table and SEIS/EIS tools are on the Growth plan: pricing shows what each plan includes, and Ledgers for startups covers the rest of the fundraising side.

If your round is close, start free and get the company's books ready before the shares are issued.

Frequently asked questions

What is an SH01 form?

SH01 is the return of allotment of shares. A limited company files it with Companies House to report new shares issued after incorporation, together with a statement of capital showing all its shares afterwards.

What is the SH01 filing deadline?

Within one month of the date the shares were allotted. If one form reports allotments made over a period, work from the earliest allotment date.

How do I file an SH01?

Online through Companies House's service, which needs the company authentication code, through filing software, or by posting the paper SH01 form. Online is quickest. Paper takes longer to process.

Is there a fee to file an SH01?

No. Companies House doesn't charge a fee for an SH01, and it isn't on Companies House's published fee list.

What happens if I file an SH01 late?

There's no automatic late-filing penalty, but failing to file within a month is an offence by every officer in default, punishable by a fine and a daily default fine. File it as soon as you notice. A late SH01 doesn't undo the share issue.

What is a statement of capital?

A summary of all the company's issued shares after the allotment: for each class, the number of shares, their aggregate nominal value and any amount unpaid, with totals. It covers the existing shares as well as the new ones.

Do I list the new shareholders on the SH01?

No. The SH01 records the shares, not who received them. Update your register of members, and shareholder details reach Companies House through the company's next confirmation statement.

Do I need an SH01 when shares are transferred?

No. A transfer moves existing shares from one person to another and creates no new ones, so there's no allotment to report. Update the register of members instead.

Tools and guides for this

• Ledgers for startupsRunway, SEIS/EIS and R&D, with investor-ready numbers.
• Free runway calculatorUpload a bank statement and see your burn and runway.
• R&D tax reliefWhat counts, and what HMRC now checks.

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