An SH01 form is a document that is sent (filed) to Companies House.
Every time a company issues new shares, e.g. to new investors following a funding round, it is required by law to file a form SH01 (Return of allotment of shares) with “Companies House”.
Failure to file the form does not in itself invalidate a share issue. However, it is a statutory requirement for a company to file an SH01 within one month of making an allotment of shares, and an offence is committed by every officer of the company if it fails to file within that period.
The filing process itself is usually straightforward, and it is now possible to file an SH01 electronically, without the need for sending a hard copy.
In order to file online, first you need to register with Companies House and they will send an authentication code to your companies registered office address. There is also the option of requesting the code is sent to your home address.
There is lots of help and guidance available on sending information online to Companies House.
Whether you file using an electronic or hard copy, the details you’ll need to complete the form are the same. You can easily download and print a pdf of form SH01.
We’ve set out below a bullet point guide, which follows the hard copy form, to each of the sections you’ll need to complete. The online process is more intuitive and better explained. However, the same details and principles apply to both formats.
Easy – just confirm your company’s full name and registered number. If you don’t have it to hand, Companies House is a useful resource.
Usually, new shares referred to in a SH01 are issued on the same date; for example, on the date that you complete an investment round on the FounderCatalyst platform. However, there are occasions where a form caters for share issues across a wider period. This would apply, for example, where you have a split SEIS and EIS round, where the SEIS shares have to be issued at least one day before the EIS ones.
Section 2 caters for both scenarios. If all shares are issued on a single date, just add that date to the first “From Date” line and ignore the second line. If they are issued over a period of more than one day, use the first line to confirm the date of the first issue and the second to confirm that of the final issue.
Moving along each row of the table from the left-hand side of this section to the right-hand side: First, confirm the currency of the shares being issued – usually GBP, but it could be US Dollars or another currency.
Next, confirm the class of shares being issued – so, ordinary, A ordinary, B preferred, etc. Third, confirm the number of that class of shares that has been issued.
Next, it’s the nominal value of each share. Every share issued by a UK company has a basic nominal value, distinct from any additional value (ie. the share premium) that is paid by the acquiror of it to reflect its deemed market value. Nominal values are usually anything from £1 down to £0.01, but can be more or less, and they are denominated when the company is first incorporated. A share’s nominal value can be changed after incorporation, so make sure to check you have the up-to-date number before you complete the SH01.
The next column asks you to confirm the full amount paid on each share of the class that has been issued – so, using the analogy of the previous paragraph, the aggregate of its nominal value and its share premium. This detail is commonly found within your investment documents and is the price per share paid by your investors. If different people pay different amounts on the same class of share, split them out over two or more rows, as needed. An example is: an investor pays £10.49 per share; each share has a nominal value £1, meaning that the amount of premium paid on each share is £9.49.
The final column asks you to confirm if any amounts are left unpaid on any of the newly issued shares. This would be unusual, so the most common entry here is “nil”. If any shares are unpaid, you should check how to complete this column with your advisors.
The final part of Section 3 asks you to confirm if any shares have been issued in return for anything other than cash; for example, services previously provided to the company, or the assignment of intellectual property rights into the company. This is relatively unusual, but if it applies then you’ll need to add the details in the box provided.
The aim of this section is for you to set out the details of your entire issued share capital (excluding unexercised share options, or similar) following the new share issues referred to in the previous sections.
Again, there are separate sections for different currencies, which won’t apply if just GBP shares have been issued.
All you need to do is confirm the currency of the shares in issue, their class (eg. ordinary, A ordinary, B preferred, etc), the number of shares of that currency and class that are in issue (regardless of the price paid for them) and any amount unpaid on them (for which, see our comment in Section 3 above).
Once you have completed the box for each currency of shares, you’ll need to add the aggregated numbers at the bottom of the page. This is often missed, resulting in a protracted process with Companies House that can take a few weeks to resolve.
This requires to you to set out, for each class of share, the basic rights attached to it in relation to (i) voting, (ii) dividends/distributions and (iii) capital (ie. exit and liquidation). If any of the shares are “redeemable”, the basic details should also be set out here.
These details do not need to be extensive – they should present a clear, basic explanation of the rights attaching to each share.
As an example set of prescribed particulars, you would use the following for ordinary shares that benefit from the usual set of full rights: The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any redemption rights.
If there are more than three share classes and you are completing the paper based forms, use a continuation sheet for the others.
If you are completing the paper based forms, once all of the previous 5 sections have been completed and checked, a director, company secretary or other person expressly authorised by the company should sign in the box provided.
If you are completing online, then you can confirm you authorise the issue of shares through the platform without signing.
Although not required, if you provide contact details in the event Companies House needs to speak to you about the form, it can avoid unnecessary pain if something needs to be corrected.
Otherwise, this section provides details of where to send the completed and signed form and a helpful checklist.
Again, if you are completing the SH01 online then you’ll have entered your contact details already, so you can ignore this.
If you require help or clarification on any of the above, please feel free to contact the team at [email protected]
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