When shares are allotted the directors must remember to file form SH01 (otherwise known as a return of allotment of shares) at Companies House.
The SH01 form must be filed within one month of the shares being allotted. Once the form SH01 is accepted by Companies House, the details included in the return will be shown on the public register. The directors can either file the form SH01 on paper or electronically.
Either way the same information must be included:
- Company registration number
- Company name
- Dates of allotment
- Type of shares e.g. ordinary/preference
- Currency of shares e.g. Sterling/Euro/Dollar
- Number of shares allotted
- Nominal value of each allotted share
- Amounts paid and unpaid per share
- Description of the consideration if not cash
- Updated statement of capital
File a form SH01 electronically
Inform Direct is the easy way to issue shares. Branded share certificates are produced automatically and the necessary forms are submitted electronically to Companies House.
The details of the new shareholders are not included in the form SH01. This information is only required when the next confirmation statement is submitted. The company may want to update the details of the shareholders at Companies House by submitting an early confirmation statement where a new shareholder, particularly if they have made a significant investment, wants their details to appear at Companies House or the company’s bank wants to check who the current owners of the company are.
The following are are important when completing form SH01:
- You enter the correct amounts in section 3 (Shares allotted), and specifically the nominal value of each share, the amount paid per share and the amount unpaid per share as these include any share premium – our article on unpaid shares explains the key terms.
Example of how to complete section 3
The company has issued 1,000 ordinary shares with a nominal value of £1.00 per share for a total consideration of £2,000 of which only £500 was paid on issue with the balance of £1,500 being due at a later date. Section 3 should be completed as shown below:
- the nominal value per share is £1.00;
- the amount paid per share on each share is £0.50 (being the total consideration divided by the number of shares – ie £500 divided by 1,000);
- the amount unpaid per share on each share is £1.50 (being the total amount due divided by the number of shares – ie £1,500 divided by 1,000).
- You correctly enter the amounts in the statement of capital section, especially the aggregate nominal value – our article on the statement of capital explains how this section should be completed.
- Where you have a series of allotments to report to Companies House you can either include them all on the same form SH01 or on a series of forms. If on the same form SH01 this will need to be filed within a month of the earliest allotment and the statement of capital included should reflect the company’s position following the latest allotment included. Alternatively, if submitted on a series of forms then you should try to submit them in order in which the allotments were issued. Some people even choose to wait until one form has been accepted by Companies House before submitting the next.
- You’ll need to take particular care if the company is issuing new shares fully or partly for non-cash consideration e.g. the owner of a property taking shares in the business and the company becoming the owner of the property. In this case, you must show the extent to which the company has treated the shares as paid-up on the form SH01 and also include a brief description of the non-cash payment for the shares.
There’s no need to file form SH01 for the subscriber shares issued by the company at incorporation as these are included in application to register a company (form IN01).
In addition to sending form SH01 to Companies House do not forget to update your Register of Members and register of allotments for the new shares that were issued.
Inform Direct makes a share issue easy. It automatically sends the required form SH01 to Companies House completed with the correct information, produces share certificates and fully updates a comprehensive set of company registers.
A previous version of this article was originally published on 17 April 2014.