Split or consolidate shares and file an SH02

A share split divides each share into more shares of a smaller nominal value. Companies House give the example of 100 shares of £1 each becoming 1,000 shares of 10p each. The total nominal value stays at £100.

A consolidation does the opposite. For example, 1,000 shares of £1 each become 100 shares of £10 each. The total stays at £1,000.

In both cases the company's share capital does not go up or down. A straightforward proportional reorganisation with whole-share allocations preserves ownership percentages. Consolidation can produce fractions; any fractional disposal, cash settlement or ownership effect needs separate review. Only established ordinary whole-share allocations fit our standard route.

The law also says the split between paid and unpaid amounts must stay in the same proportion on each new share as it was on the old one.

Yes. A limited company can only split or consolidate its shares if its members have passed a resolution authorising it. Where the law does not say what kind of resolution is needed, an ordinary resolution (a simple majority) is enough, unless the articles ask for more.

Check the articles of association first. They can restrict or even stop the company from splitting or consolidating shares. A shareholders' agreement may add its own approvals.

The date on SH02 is the actual resolution date. The one-month filing deadline runs from actual exercise of the power, which may be later. Neither date can be guessed or in the future for this completed-event filing. Resolutions before 1 October 2009 need a historical route.

The SH02 must reach Companies House within one month of the company using its power to split or consolidate. Missing the deadline is an offence by the company and every officer in default, and can lead to a fine.

The form has a section for consolidation and a section for sub-division. For each class of share, you show the previous structure and the new structure: number of issued shares and nominal value of each share.

You must then give a full statement of capital as it stands after the change. That means, for each currency, the number of shares and aggregate nominal value per class, the totals, and the actual amount unpaid including any share premium. Unchanged classes and all continuations must be included; currencies stay separate. Aggregate nominal value is the number of shares times the nominal value of each share, not the amount paid.

Finally, give the prescribed particulars of rights for every class: voting, dividends, capital on a winding up, and whether the shares can be redeemed. A director, secretary or other authorised person signs the form. Everything on it goes on the public record.

See also: Share capital, nominal value and the statement of capital explained

• The genuinely approved member resolution, its passing date and voting/authority evidence, plus the separate actual date the authorised power was exercised.
• A complete current SH02 with genuine section 9 signature, actual permitted signatory capacity and authority, and all relevant capital/rights continuations.
• The share structure before the change: class, number of shares and nominal value of each.
• The share structure after the change, for each class affected.
• The full immediately resulting statement of capital for every affected and unaffected class and currency: counts, aggregate nominal amounts, actual unpaid nominal/premium amounts, currency and grand totals, and every class’s full rights.
• The prescribed particulars of rights for every class of share.
• The company authentication code.

SH02 reports a change the company has already carried out. Companies House acceptance records the notice; it does not itself create the reorganisation. Companies House may return an incomplete or incorrect form.

The company's register of members must reflect the actual reorganisation and each shareholder's established new holding; do not wait for SH02 acceptance to treat the actual company event as having happened. Many companies also issue new share certificates so they match the register. These steps are for the company to do and are not part of this service.

1. Find your company, describe the split or consolidation and upload the approved resolution and completed SH02.
2. We check that the old and new figures match and the total nominal value has not changed.
3. We check the statement of capital and the rights for every class, and tell you what needs fixing.
4. You approve the SH02 before it is submitted to Companies House.

• Filing more than one month after the change.
• Splitting or consolidating without a members' resolution, or against the articles.
• Total nominal value before and after not matching.
• Using the amount paid instead of the nominal value for aggregate nominal value.
• Leaving out a class or currency from the statement of capital.
• Missing the prescribed particulars of rights for a class.
• On a consolidation, not checking that every holding divides exactly into the new shares.
• Forgetting to update the register of members afterwards.