Change share class rights or rename a share class (SH10 / SH08)

Shares are in the same class when the rights attached to them are the same in every respect. Those rights usually cover voting, dividends, what holders get back on a winding up, and whether the shares can be redeemed. Changing any of them for one class is a variation of class rights.

A company can only vary class rights in the way its articles allow. If the articles say nothing, the Companies Act sets the rule. The holders of that class must agree, either by written consent from holders of at least three quarters of the nominal value of the class, excluding treasury shares, or by a special resolution passed at a separate meeting of that class.

Once the variation is made, the company must send Companies House notice of the details within one month. That notice is form SH10. Inserting or changing the provision in the articles that sets out how rights are varied counts as a variation too.

See also: Share classes and share capital explained · File the special resolution or amended articles

Redesignating shares means giving a class a name or designation, such as A ordinary shares, and uses SH08. Changing the currency of existing share capital is redenomination, reported using SH14. That is a different filing and is not covered by this SH08/SH10 request.

• SH10: the rights attached to an existing class have changed. For example, ordinary shares lose their vote, or a class gains a fixed dividend.
• SH08: a class has been given a name or other designation, or a new one. For example, "ordinary shares" are renamed "A ordinary shares".
• Both: a class is renamed and its rights change at the same time. Each form is a separate notice.
• SH12 and SH13: the versions for companies without a share capital, such as companies limited by guarantee. These are not covered by this service.
• SH01: shares of a new class are being issued. That is a share allotment, not a change to an existing class.

SH10 is due within one month of the date the variation is made. SH08 is due within one month of the class being named or renamed. Missing either deadline is an offence for the company and every officer in default, with a fine and a daily default fine.

The documents behind the change often have shorter deadlines. A special resolution, or a resolution or agreement that binds all the members of a class, must reach Companies House within 15 days. If the articles are amended, a full copy of the new articles is due within 15 days of the change taking effect.

Shareholders of the class who did not agree have a right to object. If they hold at least 15% of the issued shares of that class between them, excluding treasury shares, they can apply to court to cancel the variation within 21 days of the consent being given or the resolution being passed. If they apply, the variation has no effect unless the court confirms it. If the court makes an order, the company must send a copy to Companies House within 15 days.

• Each complete current SH08 and/or SH10, with its own genuine signature, actual signatory capacity and authority. Include all needed SH10 continuation pages.
• The genuine approved resolution/consents and current articles/class/member records, including treasury shares and approval calculations. Keep the actual approval date separate from each assignment or variation date.
• The old and new class names, or the precise change to voting, dividend, capital and redemption rights.
• A complete copy of the amended articles, if the change was made by altering the articles.
• The company authentication code.
• Your instructions: every affected class, exact naming or rights changes, actual dates, fulfilled conditions and current court/application status. Unknown, suspended or specialist cases require review before payment. Neither form requires a full statement of capital; supporting class records are private approval evidence.

The public record only shows the change once Companies House has accepted the forms. Paying us, or getting a receipt for the submission, is not proof of acceptance.

Keep the signed resolution or consents and the filed forms with the company's records. Update the company's register of members and any share certificates if the class name has changed.

1. Find your company, describe the change and upload the approved resolution or consents and the completed form.
2. We check the form against those documents and that class names and rights match across every document, and ask about anything missing or unclear.
3. We flag related filings, such as a special resolution or amended articles with a 15 day deadline.
4. You approve the filing before it is submitted to Companies House.

• Filing SH10 when the change was only a new class name. That is SH08.
• Treating a board decision as enough. Class rights are varied by the shareholders of that class, under the articles or the Companies Act.
• Sending SH10 but forgetting the special resolution and amended articles, which have a 15 day deadline.
• Describing the new rights loosely. The notice should state exactly what changed for each right affected.
• Using different class names in the resolution, the articles and the form.
• Using SH08 or SH10 for a share split or consolidation. Those are reported on SH02.