File an SH01 for shares your company has allotted

Issuing new shares has two parts. First the company allots the shares, with the right authority and approvals. Then it reports the allotment to Companies House on SH01. The form is a report of something that has already happened. It does not create the shares or approve them.

SH01 is for shares allotted after the company was set up. The first shares taken by the people who formed the company are recorded in the incorporation documents, not on an SH01.

The return must include a statement of capital. This shows the company's whole share capital after the new shares are added, not just the new shares.

See also: How to issue new shares, step by step

Check this before the shares are allotted. Under section 550 of the Companies Act 2006, the directors of a private company with only one class of shares can allot more shares of that class, unless the articles stop them.

In other cases, such as where the company has more than one class of shares or is creating a new class, the directors need authority under section 551. That comes from the articles or a resolution of the shareholders. The authority must state the maximum amount of shares that can be allotted and when it expires, which can be no more than five years ahead.

Your articles may add their own rules, such as needing shareholder approval for any new issue. Read them first. If authority is missing, sort that out before the allotment, not after.

When ordinary shares are allotted wholly for cash, existing ordinary shareholders normally have a right to be offered them first, in proportion to what they already hold. This is the statutory pre-emption right in section 561.

A private company can exclude this right in its articles (section 567). A private company with one class of shares can also give the directors power to disapply it, by its articles or by a special resolution (section 569). Many companies have one of these in place, but check rather than assume.

If shareholders have waived their rights for a particular issue, keep the signed waivers with the board minutes.

The company must deliver the return of allotment within one month of making the allotment (section 555). Under section 558, shares are allotted when a person gets the unconditional right to be entered in the register of members for them. That is often the date of the board decision, but it can be later if the allotment depended on something, such as payment. It is never the date you get round to filing.

Missing the deadline is an offence by every officer in default under section 557. It can lead to a fine, plus a daily fine while the default continues. The court can extend the time if the delay was accidental or inadvertent, or if it is just and equitable. The simplest fix is to file promptly.

The statement of capital is the part people most often get wrong. It must show the total number of shares, their total nominal value and any amount unpaid, broken down by class and currency, with the rights attached to each class.

To build it, we need the company's full statement of capital before this allotment, plus any changes since then, such as other allotments, buybacks, cancellations or share splits. The register is not always up to date, so we ask you rather than copying it.

• Date the shares were allotted.
• Share class (for example, ordinary) and currency.
• Number of new shares and the nominal value of each.
• Amount paid on each share, and any amount still unpaid, including any premium.
• The voting, dividend, capital and redemption rights of the class.
• The complete statement of capital before the allotment, and any other capital changes since.
• The name and capacity of the person authorising the return: a director, secretary or authorised person.
• The company authentication code.

See also: Share capital and the statement of capital explained

For a private company, validly allotted shares need not be fully paid. PLC minimum paid-up nominal and whole-premium requirements and any exceptions need specialist review. SH01 records actual paid and unpaid amounts including premium. If someone has not yet paid for their shares, say so. Do not record them as paid.

The unpaid amount is money the shareholder owes the company. It shows up separately in the accounts. Our resources page has a simple worked example comparing fully paid, partly paid and unpaid shares.

We file the straightforward SH01 online. That means shares of one class and one currency, allotted for cash on one date, where every share has the same nominal, paid and unpaid amount (up to four decimal places).

Anything else needs a separate review before you can pay. You can still describe what actually happened and upload the documents you have. You do not need to squeeze it into the simple form.

• Several allotment rows, dates or classes.
• Bonus issues or shares paid for with something other than cash.
• PLCs, specialist companies, or amounts with more than four decimal places.
• Anything you are not sure about.

You will need the full SH01 and every continuation page that applies. That covers every allotment row, the actual from and to dates, any non-cash consideration (and the valuation a PLC needs), the full capital after the last date, and the rights of every class.

For a series of allotments, the deadline runs from the first allotment. Subscribers on formation do not use SH01. An unlimited company creating a new class uses SH09.

Before you pay for an online filing, we check the company authentication code, who is filing, and that they have the company's authority.

A paper SH01 is outside our online service. It needs a real signature from a permitted person; a printed name is not enough. Sections 270 and 274 set out who counts as an authorised person. Other paper capacities, and UK Societas organ members, need review.

If you add optional presenter contact details, they become public. The SH01 does not ask for allottee names or addresses, dates of birth or personal codes.

The company must enter the new shareholder in its register of members as soon as practicable, and within two months of the allotment (section 554). Share certificates are usually issued at the same time. These are company records you keep yourself; they are not part of the SH01.

New shares change everyone's percentages. If someone now holds more than 25% of the shares or voting rights, drops to 25% or below, or moves into a different band (over 25% to 50%, over 50% to under 75%, or 75% or more), the PSC information changes. Existing shareholders who do not take up new shares are the ones most often diluted. GOV.UK says you must tell Companies House within 14 days of confirming the change. That is a separate filing, such as adding a PSC, changing a PSC's details or recording that someone has stopped being a PSC, and is not included in the SH01 request.

Your next confirmation statement should show the same share capital as the SH01, so keep your own records in step.

See also: Who counts as a person with significant control · Add a new PSC after a share issue · Update a PSC's details after a share issue

• Filing an SH01 for shares that have not yet been allotted, or before the authority is in place.
• Listing only the new shares in the statement of capital, instead of the full capital after the allotment.
• Showing shares as fully paid when money is still owed.
• Using the filing date instead of the allotment date.
• Forgetting pre-emption rights when existing shareholders have not agreed.
• Forgetting the PSC update when someone's holding crosses a threshold, in either direction.

The public Companies House record changes when Companies House accepts the SH01. The company’s allotment and members’ register obligations arise separately from the actual allotment. A payment or submission receipt is not the same as acceptance. You can also file an SH01 yourself through the official Companies House service.

1. Choose the ordinary private-company cash route or specialist review. For an ordinary return, enter the actual allotment date, uniform share class/terms, quantity, currency, nominal value and paid/unpaid amounts including premium.
2. Give the complete pre-allotment capital, every intervening change, all four prescribed rights categories and actual authority, approval and pre-emption evidence. Existing capital can include multiple classes and currencies.
3. We inspect the actual records and calculate every resulting currency table, grand total, aggregate unpaid amount including premium and each class’s rights. You approve that complete capital and the return before payment; missing facts remain in review.
4. You check and approve the SH01 before it is submitted to Companies House.