When a UK company allots new shares, it must file form SH01 at Companies House within one month of the allotment date — that deadline comes from section 555 of the Companies Act 2006 and it is absolute. Miss it, every officer of the company commits a criminal offence and a civil fine applies. Here is exactly how to get the filing right and what trips companies up most often.
What SH01 actually is
SH01 is the statutory return a company sends to Companies House each time it allots shares. The form captures the date of allotment, the number and class of shares allotted, the amount paid up and any amount unpaid, and a statement of capital showing the company's full share structure after the allotment. For non-cash consideration — where shares are issued in exchange for assets, services, or another business rather than money — the form must also include a prescribed particulars section describing what was received and the basis on which it was valued.
Allotment and issue are not the same thing. A share is allotted when a person acquires an unconditional right to be entered on the register; it is issued when the entry is actually made. The SH01 filing obligation triggers on allotment, not issue.
The one-month deadline and what it costs to miss it
Section 555(1) of the Companies Act 2006 requires delivery of the SH01 return within one month of the allotment. If the filing arrives late, every officer of the company who is in default commits an offence under section 557 of the Companies Act 2006 (which sets the penalty for default under section 555). On summary conviction the maximum fine is the statutory maximum, and a daily default fine applies for continued non-compliance. The company's public record will also show the late filing date, which creates a visible flag for investors and lenders reviewing due diligence.
There is no grace period and no formal extension mechanism comparable to accounts filing. If you discover a missed allotment after the month has elapsed, the correct course is to file immediately and accept the penalty rather than leave the record incomplete. An unregistered allotment can affect the validity of the shares and complicate any future equity round or share sale.
Online filing vs paper: which to use
Companies House strongly prefers online filing through its WebFiling portal, and there are practical reasons to follow that preference. Online SH01 submissions are processed faster, usually within a few hours on a working day, whereas paper forms can take several weeks in a busy period. The online form also performs basic validation checks in real time, which catches obvious errors before submission.
Paper form SH01 remains available for companies that cannot use WebFiling — for example, where the company is in administration or has a complex class structure the online form does not accommodate well. Paper submissions should be sent to Companies House, Crown Way, Cardiff CF14 3UZ, or to the Edinburgh office for Scottish companies.
For most straightforward allotments, online filing is both faster and lower risk. The SH01 WebFiling journey walks through each section in sequence, and you can save a draft mid-way.
Completing the statement of capital
The statement of capital is the section that causes the most errors and rejections. It must show the company's entire share capital position after the allotment, not just the new shares. That means listing every class of share in issue, the total number of shares in each class, the aggregate nominal value, and the amount paid up and unpaid per share.
A few points that catch people out:
Nominal value is not market value. If shares with a nominal value of £0.001 are allotted at £10 each, the nominal value on the SH01 is £0.001 and the £9.999 premium goes in the share premium account on the balance sheet. Confusing the two is one of the most common filing errors.
Every class must appear. If the company already has 1,000 ordinary A shares and now allots 500 ordinary B shares, both classes appear in the statement of capital. Omitting the pre-existing class is a frequent mistake, particularly where the company has been through several funding rounds.
Unpaid amounts must be stated. Where shares are partly paid — the allottee has only paid part of the issue price — the unpaid element must be disclosed. Leaving it blank when shares are partly paid constitutes an inaccurate return.
Non-cash consideration and prescribed particulars
Where a company allots shares in exchange for something other than cash — the classic case is a business acquisition where the seller receives shares rather than money — the SH01 must include prescribed particulars of the non-cash consideration under section 555(4)(b) of the Companies Act 2006. The prescribed particulars must describe the consideration with enough specificity that a reader can understand what was received and its stated value. A description such as "goodwill and assets of ABC Trading Limited as per the sale and purchase agreement dated 1 June 2026, valued at £500,000" is acceptable; "business assets" on its own is not.
Public companies face an additional requirement: where non-cash consideration is given for shares, an independent valuer must produce a report under section 593 of the Companies Act 2006 before the allotment. Private companies are exempt from the independent valuation rule, but they are not exempt from the disclosure obligation.
The share certificate and register update
Filing SH01 is a Companies House obligation; it does not replace the internal company requirements. Once an allotment is complete, the company must also update its register of members under section 113 of the Companies Act 2006, and it must issue a share certificate to each allottee within two months of the allotment under section 769. The certificate evidences legal title and is what the shareholder uses to prove ownership in a transfer or pledge transaction.
A properly completed share certificate should state the company name, registered number, class of shares, number of shares, the allottee's name, and the date of issue. Errors on the certificate — particularly in share class or quantity — can cause problems at Companies House when the shares are later transferred, because the transfer form references the certificate number.
The most common SH01 mistakes (and how to avoid them)
Wrong allotment date. The date on the SH01 must be the date the board resolution authorising the allotment was passed, or the date on which the allottee's right became unconditional — whichever applies to the specific transaction. Putting the date of payment or the date the share register was updated is incorrect.
Mismatched share numbers between the board minutes and the SH01. Where the board resolves to allot "up to" a certain number and the actual allotment is for fewer shares, the SH01 should reflect the actual number allotted, not the authorised maximum.
No authority to allot. Before filing the SH01, check that the directors held valid authority to allot the shares under section 549 of the Companies Act 2006 — either in the articles or by shareholders' resolution under section 551. If authority was lacking, the allotment itself may be voidable. The SH01 filing does not cure an absence of authority.
Stale shareholders' pre-emption rights. For cash allotments in private companies, existing shareholders generally hold pre-emption rights under section 561 of the Companies Act 2006 unless the articles or a special resolution disapply them. Proceeding with an allotment without complying with pre-emption rights — or disapplying them correctly — is a separate legal problem that the SH01 filing will not remedy.
Using the wrong form version. Companies House updates its forms periodically. Always download the current SH01 from the Companies House website rather than reusing a saved copy from a prior transaction. An outdated paper form will be rejected.
Timeline for a clean allotment
A clear timetable keeps everything on track:
- Day 0: Board meeting; directors pass resolution to allot shares (check allotment authority is in place).
- Days 1–7: Allottees receive allotment letters; consideration paid or agreed (if non-cash, confirm prescribed particulars are documented).
- Days 1–14: Update the register of members; prepare share certificates.
- By day 28: File SH01 at Companies House online; confirm receipt and check the filing acknowledgement.
- By day 60: Issue share certificates to allottees.
Filing well before the one-month mark gives time to correct a rejection without breaching the deadline. Companies House will email a rejection notice within hours for online submissions, leaving enough time to refile if the original contained errors.
When you need professional advice
SH01 itself is a form, but the transaction behind it may not be straightforward. Allotments connected with convertible loan notes, employee share schemes (EMI options, growth shares), or cross-border transactions involving non-UK residents all carry additional legal and tax considerations that go beyond the Companies House filing. HMRC has separate reporting obligations for enterprise management incentive grants under Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003, for example, and those run on different timelines from the SH01.
Getting the SH01 right is the start, not the finish. The underlying transaction documents — subscription agreement, shareholders' agreement, amended articles — need to reflect the same share structure that appears on the filed form. A mismatch between the public register and private documentation is a material defect that surfaces in any competent due diligence exercise.
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This article is general information, not legal advice — see our accuracy & editorial policy. Confirm the cited law is current before relying on it.