What happens at completion of a funding round?
By SuLe · Updated 3 July 2026
Completion is the moment the deal is done: the conditions are satisfied, the board approves the allotment and adopts the documents, the shareholders pass their resolutions, the investors pay, and the shares are allotted with the registers written up. The post-completion filings — the SH01, resolutions and share certificates — follow in the days after.
Key facts
- Completion runs in sequence: conditions satisfied → board approves allotment and adopts documents → shareholders pass resolutions → investors pay → shares allotted and registers written up.
- Conditions precedent (like SEIS/EIS assurance being in place) must be satisfied or waived before completion can happen.
- The register of members is written up at completion — it is the definitive record of ownership.
- After completion: file the SH01 within one month, and special resolutions and amended articles within 15 days.
- Share certificates are issued to investors within two months of allotment.
What actually happens at completion?
Completion is a defined sequence, not a single signature. First, the conditions precedent are confirmed satisfied — the things that had to be true before the deal could close. Then the board meets to approve the allotment and adopt the completion documents.
Next, the shareholders pass their resolutions — authorising the allotment, disapplying pre-emption, adopting new articles as needed. The investors then pay the subscription monies, and the shares are formally allotted against that payment.
Finally, the register of members is written up to record the new holdings. That internal register — not the Companies House filing — is the definitive legal record of who now owns the shares.
What are conditions precedent?
Conditions precedent are the boxes that must be ticked before anyone is obliged to complete. They are the deal's pre-flight checklist, agreed in the investment agreement.
Common conditions include SEIS/EIS advance assurance being in place, particular documents being signed, or specific due diligence points being resolved. Until every condition is satisfied — or formally waived by the party who benefits from it — the investment does not have to proceed.
This is why readiness matters right up to the last moment. A single outstanding condition precedent can hold completion, so the days before are usually spent clearing the final items rather than negotiating anything new.
What happens after completion?
The deal is done, but the admin is not. The post-completion filings and certificates are what make the round legally clean, and each has its own deadline.
File the SH01 return of allotment at Companies House within one month of allotment. File any special resolutions and the amended articles within 15 days. If the round changed who controls the company, update the PSC register and notify Companies House.
Issue share certificates to the investors within two months of allotment, and make sure the register of members and cap table are fully written up. Founders and employees who acquired shares at completion should also sign their s.431 elections within 14 days.
| Stage | What happens | Deadline |
|---|---|---|
| Before completion | Conditions precedent satisfied or waived | Per the agreement |
| Completion | Board approves; shareholders resolve; investors pay; shares allotted | Completion day |
| Registers | Register of members written up | At completion |
| Filing | SH01 return of allotment | Within 1 month |
| Filing | Special resolutions and amended articles | Within 15 days |
| Certificates | Share certificates issued | Within 2 months |
| Tax | s.431 elections (founders/employees) | Within 14 days |
Worked example
Sana and Bilal complete a £550,000 seed for Ferndale Ltd on 10 April. In the days before, their solicitor confirms the last condition precedent — SEIS advance assurance — is in place.
On completion day the board approves the allotment, the shareholders pass written resolutions disapplying pre-emption and adopting new articles, the fund transfers £550,000, and the shares are allotted. The register of members is updated the same day. The SH01 is filed on 22 April, well inside the one-month window; the special resolutions and articles go in within 15 days; and certificates are issued in early May. A textbook, correctly sequenced completion.
Where founders go wrong
Leaving conditions precedent to the last minute
— a single unsatisfied condition holds completion, so clear them early rather than on the day.Treating completion as the finish line
— the SH01, resolutions filings and certificates still have to be done, each on its own deadline.Forgetting the register of members
— it is written up at completion and is the definitive ownership record, not the Companies House filing.Missing the s.431 window
— founders and employees acquiring shares should sign s.431 elections within 14 days, an easy step to overlook in the post-completion rush.
Related questions
What actually happens on completion day?
The conditions precedent are confirmed satisfied, the board meets to approve the allotment and adopt the documents, the shareholders pass their resolutions, the investors pay the subscription monies, and the shares are allotted with the registers written up. The post-completion filings and share certificates follow in the days after. [More: What board and shareholder resolutions does a funding round need?]
What are conditions precedent?
Conditions precedent are things that must be true or done before completion can happen — for example SEIS/EIS advance assurance being in place, key documents signed, or specific due diligence points resolved. Until every condition precedent is satisfied or waived, the parties are not obliged to complete the investment.
When do I get the money?
The investors pay the subscription monies as part of completion, once the board has approved the allotment and the conditions are satisfied. The shares are then allotted against that payment. In practice the money and the allotment happen together on completion day, not before the paperwork is signed off.
What has to happen after completion?
The post-completion filings: the SH01 return of allotment within one month, any special resolutions and amended articles within 15 days, and PSC updates if control changed. The register of members is written up as part of completion, and share certificates are issued to investors within two months of allotment. [More: What is an SH01 and when must I file it?]
Completion looks like a formality once the terms are agreed, but an unsatisfied condition or a missed post-completion filing can undo the tidiness of the whole round. A SuLe solicitor can run completion in the right order and get every filing in on time. Book a free investment readiness check
Keep reading: What board and shareholder resolutions does a funding round need? · How do I issue new shares in a UK company? · What is an SH01 and when must I file it? · What documents do I need to close a seed round in the UK? · How long does a seed round take to close? · What are pre-emption rights — and how are they disapplied?
Primary sources: Companies Act 2006 · GOV.UK — Running a limited company
