Share Allotment Filing: How to File an SH01 in 2026
When your limited company allots new shares, you must tell Companies House within one month by delivering a return of allotment, form SH01, with an updated statement of capital. Section 555 of the Companies Act 2006 sets that deadline. The filing is free, but missing it is an offence, and the tax side of an allotment is easy to overlook.
This guide covers the steps in order, the details that cause rejected or incorrect filings, and what HMRC may expect afterwards.
TL;DR
File form SH01 with Companies House within one month of the allotment date. There is no fee.
The form needs a statement of capital: a snapshot of your total share capital immediately after the allotment.
Late filing is an offence for the company and its officers, with a possible daily default fine.
Directors who receive shares may trigger HMRC employment-related securities rules, so check the tax position before you allot.
Stamp duty is normally a question for share transfers, not for new shares issued by the company. Confirm your own case with an adviser.
Table of Contents
Allotment, issue and filing: what each term means
Allotment is the moment the company agrees to give a person the right to new shares, usually by board resolution once the person has applied for them. Issue follows when the person’s name goes on the register of members and they receive a share certificate. The filing deadline runs from the allotment, not from the certificate.
The directors also need authority to allot. Under section 549, they must not exercise the power to allot unless the Act’s conditions are met. For a private company with one share class, that authority often comes from the articles or a shareholder resolution. Check this before the board meeting, not after.
Step by step: filing a share allotment
Check authority and pre-emption rights. Confirm the articles and any shareholders’ agreement allow the allotment, and whether existing shareholders have a right to be offered the shares first.
Receive an application. The investor, employee or founder applies in writing for a stated number of shares at an agreed price.
Hold a board meeting. Pass a resolution allotting the shares, recording the class, number, price per share and amount paid.
Update your statutory books. Enter the new shareholder in the register of members and issue a share certificate.
Prepare the SH01 details. You need the company number, allotment date or dates, share class, currency, number of shares, nominal value, amount paid and unpaid, and the rights attached to each class.
File with Companies House. Submit within one month, using the SH01 form on GOV.UK or through your accounting software if it supports it.
Keep the evidence. Store the resolution, application and filing confirmation with your company records.
What goes into the statement of capital
The statement of capital shows the company’s total subscribed capital at the date of the return: total number of shares, aggregate nominal value and details by class. It is not just the new shares. Companies House guidance explains that it replaced the older authorised share capital approach, so the public register stays a current picture of what the company has issued.
A worked example: a company has 100 ordinary shares of £1 each. It allots 25 more at £1 each for cash. The statement of capital after the allotment shows 125 ordinary shares, aggregate nominal value £125, and the rights attached to that class. The new 25 appear in the allotment section of the form.
Several allotments in one return
You can report a series of allotments on one SH01, provided you submit it within one month of the first allotment. The statement of capital must then show the position immediately after the last allotment in the series, according to the same guidance. If you are running a funding round with staggered completions, plan your filing date around the first closing.
Shares paid for with something other than cash
If a founder or adviser receives shares for services, know-how or goodwill, the SH01 needs a short description of the non-cash consideration and the extent to which the shares are treated as paid up. Public companies face stricter rules, generally including an independent valuation report, as set out in the Companies House guidance. Non-cash allotments also tend to raise tax questions, so take advice first.
Deadlines, penalties and late relief
The return is due within one month of the allotment. If the company defaults, section 557 makes it an offence, and officers in default can be fined. Under section 555, continued contravention can also attract a daily default fine of one-tenth of the greater of £5,000 or the level 4 amount on the standard scale.
If you have missed the date, file as soon as you notice. The Act also lets a court grant relief where the omission was accidental or due to inadvertence, or where it is otherwise just and equitable, as set out in the return of allotment provisions. That is a court process, so treat it as a last resort and speak to a solicitor.
For the separate late-accounts penalty regime, see our note on Companies House late filing penalties. Also check how Companies House moving to software-only filing affects the way you submit.
The HMRC side of an allotment
Companies House filing is only half of it. If shares go to a director or employee, HMRC’s employment-related securities (ERS) rules may apply. Employers must register the scheme or one-off award and file an ERS return online by 6 July after the end of the tax year in which the event happened. A nil return is needed if there are no reportable events, according to HMRC’s employer guidance.
Founders often assume founder shares sit outside these rules. HMRC treats directors as within the charge from the start. Initial subscriber shares taken at nominal value on incorporation generally do not need reporting on the annual return if specific conditions are met, as the HMRC manual at ERSM140040 explains. Anything allotted later, at a discount or for no real payment, needs a proper look.
The practical point: if value passes to a director-shareholder outside normal commercial growth or dividends, it can be taxed as employment income, with income tax and National Insurance. Our guide to director National Insurance covers the payroll side.
What about stamp duty?
Stamp duty on shares is a common worry, and it mostly concerns transfers of existing shares between people. Shares newly issued by the company to a subscriber are a different event. Because rates and rules change, confirm the current position for your case with your accountant or on GOV.UK before you rely on it, particularly if the allotment is part of a restructure or share-for-share exchange.
Our view on allotments
Most allotment problems we see are not about the form. They are about timing and paper trail. The board agrees to bring in an investor, the money arrives, and nobody diarises the one-month clock. Months later the confirmation statement shows a share count that does not match the register.
Our advice is simple. Put the SH01 on the same checklist as the board minute and the share certificate, and file the same week. Check the tax treatment before the allotment, not after, especially when a director is the one receiving shares. And keep your cap table, register of members and Companies House record telling the same story, because investors and buyers will test all three in due diligence.
We pair modern digital tooling with the judgement of accountants who have worked with top firms in the UK and the Middle East, so a filing like this is checked against your wider tax and compliance position, not handled in isolation.
— Shoaib
Getting help with filings
If you would rather not manage SH01 filings, confirmation statements and ERS questions yourself, our accounting packages run from £99 to £199 per month and cover company compliance alongside bookkeeping, VAT, payroll and tax planning. See what is included on the Keystone Financial Advisory site.
FAQ
What is the deadline to file an SH01?
You must deliver it to Companies House within one month of the allotment date. If you report a series of allotments on one form, the month runs from the first allotment.
Is there a fee to file an SH01?
No. Filing the SH01 is free. You may pay an accountant or solicitor if they prepare it for you.
Do I file an SH01 when the company is first incorporated?
No. Initial shares are reported in the incorporation application, which includes the first statement of capital. SH01 is for allotments made after that.
What happens if I file late?
The company and its officers in default commit an offence and can be fined, with a possible daily default fine for continued contravention. A court can grant relief in limited circumstances, so file as soon as you spot the gap.
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