What is an SH01 and when must I file it?
By SuLe · Updated 8 July 2026
An SH01 is the "return of allotment of shares" — the Companies House form that tells the public register you have issued new shares. You must file it within one month of allotment. It records the shares allotted and your resulting share capital, but it does not itself transfer ownership: your register of members does that.
Key facts
- The SH01 is the return of allotment of shares, filed at Companies House after you issue new shares.
- It must be filed within one month of the date of allotment.
- It records the number, class, nominal value and amount paid on the new shares, plus the resulting share capital.
- The register of members — not the SH01 — is the definitive legal record of who owns the shares.
- Late filing is a filing offence by the company and its officers.
What is the SH01 and what is it for?
The SH01 is Companies House's return of allotment. Whenever a UK company allots (issues) new shares — at a funding round, an option exercise or a founder top-up — it must tell Companies House by filing this form.
Its job is to keep the public record of the company's share capital accurate. Anyone searching the company at Companies House can see how many shares are in issue and of what class, and the SH01 is how that picture gets updated.
It is a notification, not a transaction. The allotment itself happens under the board's authority and is recorded in the register of members; the SH01 simply reports it to the registrar afterwards.
When exactly must I file it?
Within one month of allotment. The deadline runs from the date the shares are allotted — not the date the investor paid, and not the date you finally sat down to the post-completion admin.
That distinction trips founders up. At a busy completion, shares are often allotted on the day the money clears, and the one-month clock starts immediately, whatever else is going on.
The practical fix is to treat the SH01 as part of completion, not an afterthought. Diarise the deadline as soon as the board allots the shares, and file well inside the month rather than on the last day.
What information does the SH01 contain?
The SH01 captures the shape of the allotment. It lists the shares allotted — how many, of what class, their nominal value, and how much was paid (or left unpaid) on each — and states the company's total share capital after the allotment.
It includes a statement of capital: a snapshot of all the shares now in issue, by class, with the aggregate nominal value and the rights attaching to each class. This is what makes the public record match reality.
What it does not do is prove ownership. If there is ever a dispute about who holds shares, the definitive record is the company's register of members, which you must keep accurate independently of what you file.
| Feature | SH01 | Register of members |
|---|---|---|
| Kept by | Companies House (public) | The company (internal) |
| Purpose | Notify allotment; update share capital | Definitive record of ownership |
| Deadline | Within 1 month of allotment | Updated at allotment |
| Proves ownership? | No | Yes |
| Contains | Statement of capital | Every member and their holding |
Worked example
Priya and Owen close a £300,000 seed for Tidecast Ltd on 3 March, allotting 30,000 new ordinary shares that day once the money clears. The one-month clock starts on 3 March, so the SH01 is due by 3 April.
Their solicitor updates the register of members immediately to show 130,000 shares in issue, and files the SH01 on 12 March with a statement of capital reflecting the new total — three weeks ahead of the deadline. Certificates follow within two months. When a Series A investor's lawyer reviews the file a year later, the allotment history is clean and correctly filed, and diligence moves faster as a result.
Where founders go wrong
Counting the deadline from the wrong date
— the one month runs from allotment, not from when the money arrived or the paperwork was done.Treating the SH01 as the ownership record
— it is not; the internal register of members is what proves who owns what.Leaving it to "post-completion admin"
— the form is easy to forget in the rush after a round, and a late return is a filing offence.Filing an inaccurate statement of capital
— the resulting share-capital figures must match the register; a mismatch is exactly what diligence flags.
Related questions
When is the SH01 deadline?
Within one month of allotting the shares. The clock runs from the date of allotment, not the date the money arrived or the date you got round to the paperwork. Missing the one-month window is a filing offence, so it is worth diarising the deadline the moment shares are allotted at completion.
What goes on an SH01?
The return of allotment records the shares allotted: the number, class, nominal value and the amount paid or unpaid on them, plus a statement of the company's resulting share capital. It notifies Companies House of the new position but does not, by itself, transfer ownership — the register of members does that. [More: How do I issue new shares in a UK company?]
Does filing the SH01 prove who owns the shares?
No. The register of members kept by the company is the definitive legal record of ownership. The SH01 tells Companies House that an allotment happened and updates the public share capital figure, but if ownership is ever disputed, the internal register — not the SH01 — is what counts.
What happens if I file the SH01 late?
Late filing of the return of allotment is a criminal offence by the company and its officers, and it leaves the public record wrong in the meantime. Beyond the legal point, a missing or late SH01 is a visible untidiness that investors' solicitors pick up in due diligence at your next round.
The SH01 is a small form with a hard one-month deadline, and a late or inaccurate one leaves a visible blemish on your public record that every future investor's lawyer will see. A SuLe solicitor can handle the allotment paperwork and filings so nothing slips. Book a free investment readiness check
Keep reading: How do I issue new shares in a UK company? · What are pre-emption rights — and how are they disapplied? · What board and shareholder resolutions does a funding round need? · What happens at completion of a funding round? · What documents do I need to close a seed round in the UK? · What is a confirmation statement and when do I file it?
Primary sources: Companies Act 2006 · GOV.UK — Running a limited company
