Shares & Share Capital

Manage your company’s shares and keep records correct

Shares show who owns a company and how much of it they own. When you issue new shares, change the share capital, or cancel share warrants, these changes must be filed with the register. We prepare the correct forms and make sure the information is accurate. This keeps your ownership records clear and reliable. Forms covered: SH01 to SH17, SH19.

SH01 Return of Allotment of Shares (Version 8.0, 03/26)

Purpose

SH01 is made under section 555 of the Companies Act 2006 and is used to give notice of shares allotted following incorporation. It cannot be used to give notice of shares taken by subscribers on formation of the company or for an allotment of a new class of shares by an unlimited company (form SH09 is used for the latter). The form must not be stapled, and it can be filed online.

Deadlines

The form does not print a deadline. Section 555 of the Companies Act 2006 requires the return of allotment to be delivered to the registrar within one month of making the allotment.

Requirements

The company name and number must match the public register, the allotment date(s) must be shown in section 2, all appropriate share details completed in section 3, the relevant sections of the statement of capital completed and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006. .

Filing Process

Section 1 gives the company number and name. Section 2 gives the allotment dates: if all shares were allotted on the same day that date is entered in the ‘from date’ box, and if they were allotted over a period of time both the ‘from date’ and ‘to date’ boxes are completed. Section 3 gives details of the shares allotted, including bonus shares: the currency (pound sterling is assumed if left blank), class of shares, number of shares allotted, nominal value of each share, amount paid (including share premium) on each share and amount (if any) unpaid (including share premium) on each share. If the shares are fully or partly paid up otherwise than in cash, the consideration for which they were allotted is stated, and if the company is a PLC a valuation report is attached where appropriate. Section 4 is the statement of capital, which shows the issued share capital at the date to which the return is made up. A separate currency table (A, B or C) is completed for each currency, giving the class of shares, number of shares, aggregate nominal value and total aggregate amount unpaid, if any (including both the nominal value and any share premium), with totals for each table. The total issued share capital table (grand total) must always be completed by adding the totals from all currency tables, including any continuation pages; ‘0’ or ‘nil’ is entered for the amount unpaid if the shares are fully paid, and it is assumed they are fully paid if left blank. Section 5 gives the prescribed particulars of rights attached to shares for each class of share shown in the share capital tables (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. Section 6 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted). Continuation pages are available for section 3 (shares allotted), the non-cash consideration, section 4 (statement of capital) and section 5 (prescribed particulars).

SH02 Notice of Consolidation, Sub-Division, Redemption of Shares or Re-Conversion of Stock into Shares (Version 7.0, 03/26)

Purpose

SH02 is made under sections 619, 621 and 689 of the Companies Act 2006 and is used to give notice of consolidation, sub-division, redemption of shares or re-conversion of stock into shares. It cannot be used to give notice of a conversion of shares into stock. The form must not be stapled.

Deadlines

The form does not print a deadline. Sections 619 (sub-division or consolidation), 621 (re-conversion of stock into shares) and 689 (redemption) of the Companies Act 2006 each require notice, accompanied by a statement of capital, to be given to the registrar within one month after the company does so.

Requirements

The company name and number must match the public register, the date of resolution must be entered in section 2, section 3, 4, 5 or 6 completed where applicable, the statement of capital completed and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date of resolution. Sections 3 (consolidation) and 4 (sub-division) each show the amendments to every class of share, giving the number of issued shares and nominal value of each share under the previous share structure and under the new share structure. Section 5 (redemption) gives the class, number and nominal value of shares that have been redeemed; only redeemable shares can be redeemed. Section 6 (re-conversion) gives the value of stock and the class, number of issued shares and nominal value of each share in the new share structure following re-conversion from stock. Section 7 is the statement of capital, which reflects the company’s issued capital following the changes made in the form. A separate currency table (A, B or C) is completed for each currency, giving the class of shares, number of shares, aggregate nominal value and total aggregate amount unpaid, if any (including both the nominal value and any share premium), with totals for each table. The total issued share capital table (grand total) must always be completed by adding the totals from all currency tables, including any continuation pages; ‘0’ or ‘nil’ is entered for the amount unpaid if the shares are fully paid, and it is assumed they are fully paid if left blank. Section 8 gives the prescribed particulars of rights attached to shares for each class of share shown in the share capital tables (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. Section 9 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted). Continuation pages are available for section 7 (statement of capital) and section 8 (prescribed particulars).

SH03 Return of Purchase of Own Shares (Version 7.0, 03/26)

Purpose

SH03 is made under section 707 of the Companies Act 2006 and is used to give notice of a purchase by a limited company of its own shares. It cannot be used to give notice of a purchase by an unlimited company of its own shares.

Deadlines

The form does not print a deadline. Section 707 of the Companies Act 2006 requires the return to be delivered to the registrar within the period of 28 days beginning with the date on which the shares are delivered to the company.

Requirements

The company name and number must match the public register, section 2 and/or section 3 must be completed as appropriate and the form signed. In section 4 the form must either have been stamped by HMRC or the certification section ticked to show that no duty is payable, and if Stamp Duty is chargeable a copy of the HMRC stamping confirmation letter must be attached.

Filing Process

Section 1 gives the company number and name. Section 2 covers shares purchased for cancellation: for each class, the number of shares purchased, the nominal value of each share, the date the shares were delivered to the company, a box to tick if the shares qualify as treasury shares and the maximum and minimum price paid (PLC only), followed by the total aggregate amount paid on shares purchased for cancellation and the authentication code given by HM Revenue & Customs (HMRC). Section 3 covers shares purchased into treasury in the same way (without the treasury tick box), with the total aggregate amount paid by the company on shares purchased into treasury. Section 4 deals with Stamp Duty, which is 0.5% for purchases where the amount or value of the consideration is over £1,000; the amount paid is entered, rounded up to the nearest multiple of £5. If Stamp Duty is chargeable, the form must first be paid for and sent by email to HMRC for stamping, and the HMRC confirmation letter is then submitted to Companies House with the form. If Stamp Duty is not payable, one of two certifications is ticked (the transaction does not form part of a larger transaction or series of transactions where the consideration exceeds £1,000, or the transfer is a repurchase of own shares by a Qualifying Asset Holding Company and all the conditions for exemption are met) and the form is returned directly to Companies House. Section 5 is the signature and date, given on behalf of the company by a director, secretary, person authorised, administrator, receiver, receiver manager or CIC manager (for a UK Societas, ‘director’ is deleted and the organ of the UKS of which the signatory is a member is inserted).

SH04 Notice of Sale or Transfer of Treasury Shares (Version 6.0, 03/26)

Purpose

SH04 is made under section 728 of the Companies Act 2006 and is used to give notice of a sale or transfer of treasury shares. It cannot be used to give notice of a cancellation of treasury shares; form SH05 is used for that.

Deadlines

The form does not print a deadline. Section 728 of the Companies Act 2006 requires the company to deliver a return to the registrar not later than 28 days after the shares are disposed of.

Requirements

The company name and number must match the public register, the correct information must be entered in section 2 and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006. .

Filing Process

Section 1 gives the company number and name. Section 2 lists the treasury shares sold or transferred: the class of shares, the number of shares sold or transferred, the nominal value of each share and the date(s) the shares were sold or transferred. Shares may only be transferred (as opposed to sold) from treasury for the purposes of, or in accordance with, an employees’ share scheme. Section 3 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted).

SH05 Notice of Cancellation of Treasury Shares (Version 8.0, 03/26)

Purpose

SH05 is made under section 730 of the Companies Act 2006 and is used to give notice of a cancellation of treasury shares. It cannot be used to give notice of a sale or transfer of treasury shares; form SH04 is used for that. The form must not be stapled.

Deadlines

The form does not print a deadline. Section 730 of the Companies Act 2006 requires the company to deliver a return, accompanied by a statement of capital, to the registrar not later than 28 days after the shares are cancelled.

Requirements

The company name and number must match the public register, section 2 must be correctly completed, the relevant sections of the statement of capital completed and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006.

Filing Process

Section 1 gives the company number and name. Section 2 lists the treasury shares cancelled: the class of shares, the number of shares cancelled, the nominal value of each share and the date(s) the shares were cancelled. Section 3 is the statement of capital, showing the issued share capital. A separate currency table (A, B or C) is completed for each currency, giving the class of shares, number of shares, aggregate nominal value and total aggregate amount unpaid, if any (including both the nominal value and any share premium), with totals for each table. The total issued share capital table (grand total) must always be completed by adding the totals from all currency tables, including any continuation pages; ‘0’ or ‘nil’ is entered for the amount unpaid if the shares are fully paid, and it is assumed they are fully paid if left blank. Section 4 gives the prescribed particulars of rights attached to shares for each class of share shown in the share capital tables (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. The signature section, which is labelled section 7 on the form, is given on behalf of the company by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted). Continuation pages are available for section 3 (statement of capital) and section 4 (prescribed particulars).

SH06 Notice of Cancellation of Shares (Version 8.0, 03/26)

Purpose

SH06 is made under section 708 of the Companies Act 2006 and is used to give notice of a cancellation of shares by a limited company on purchase. It cannot be used to give notice of a cancellation of shares held by a public company under section 663 of the Companies Act 2006; form SH07 is used for that. The form must not be stapled.

Deadlines

The form does not print a deadline. Section 708 of the Companies Act 2006 requires notice, accompanied by a statement of capital, to be given to the registrar within the period of 28 days beginning with the date on which the shares are delivered to the company.

Requirements

The company name and number must match the public register, sections 2 and 3 must be completed, together with the relevant sections of the statement of capital, and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date of cancellation. Section 3 lists the shares cancelled: the class of shares, the number of shares cancelled and the nominal value of each share. Section 4 is the statement of capital, which reflects the company’s share capital immediately following the cancellation. A separate currency table (A, B or C) is completed for each currency, giving the class of shares, number of shares, aggregate nominal value and total aggregate amount unpaid, if any (including both the nominal value and any share premium), with totals for each table. The total issued share capital table (grand total) must always be completed by adding the totals from all currency tables, including any continuation pages; ‘0’ or ‘nil’ is entered for the amount unpaid if the shares are fully paid, and it is assumed they are fully paid if left blank. Section 5 gives the prescribed particulars of rights attached to shares for each class of share shown in the share capital tables (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. Section 6 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted). Statement of Capital continuation pages are used if necessary.

SH07 Notice of Cancellation of Shares Held by or for a Public Company (Version 8.0, 03/26)

Purpose

SH07 is made under section 663 of the Companies Act 2006 and is used to give notice of a cancellation of shares by or for a public company. It cannot be used to give notice of a cancellation of shares under section 708 of the Companies Act 2006; form SH06 is used for that. The form must not be stapled.

Deadlines

The form does not print a deadline. Section 663 of the Companies Act 2006 requires notice, accompanied by a statement of capital, to be given to the registrar within one month after the shares are cancelled.

Requirements

The company name and number must match the public register, the date of cancellation must be entered in section 2, section 3 and the relevant sections of the statement of capital must be completed and the form signed. Statement of Capital continuation pages are used if necessary.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date of cancellation. Section 3 lists the shares cancelled: the class of shares, the number of shares cancelled and the nominal value of each share. Section 4 is the statement of capital, which must reflect the company’s share capital immediately following the cancellation. A separate currency table (A, B or C) is completed for each currency, giving the class of shares, number of shares, aggregate nominal value and total aggregate amount unpaid, if any (including both the nominal value and any share premium), with totals for each table. The total issued share capital table (grand total) must always be completed by adding the totals from all currency tables, including any continuation pages; ‘0’ or ‘nil’ is entered for the amount unpaid if the shares are fully paid, and it is assumed they are fully paid if left blank. Section 5 gives the prescribed particulars of rights attached to shares for each class of share shown in the share capital tables (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. Section 6 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted).

SH08 Notice of Name or Other Designation of Class of Shares (Version 5.0, 03/26)

Purpose

SH08 is made under section 636 of the Companies Act 2006 and is used to give notice of a name or other designation of a class of shares. It cannot be used to give notice of a name or other designation of a class of members; form SH13 is used for that.

Deadlines

The form does not print a deadline. Section 636 of the Companies Act 2006 requires the notice to be delivered to the registrar within one month from the date the name or designation is assigned.

Requirements

The company name and number must match the public register, the date of assignment must be entered in section 2, section 3 completed and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date on which the name or designation was assigned. Section 3 lists the class(es) of shares, showing the existing class or description of shares alongside the name (or new name) or other designation assigned to it. Section 4 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted).

SH09 Return of Allotment by an Unlimited Company Allotting a New Class of Shares (Version 5.0, 04/26)

Purpose

SH09 is made under section 556 of the Companies Act 2006 and is used to give notice of an allotment of a new share class by an unlimited company. It cannot be used to give notice of an allotment of shares by a limited company; form SH01 is used for that.

Deadlines

The form does not print a deadline. Section 556 of the Companies Act 2006 requires the return to be delivered to the registrar within one month of making the allotment.

Requirements

The company name and number must match the public register, the date of allotment must be entered in section 2, the prescribed particulars of rights attached to shares completed in section 3 and the form signed. This form has a narrower list of signatories than most share capital forms; administrators, administrative receivers, receivers, receiver managers and CIC managers are not listed.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date of allotment. Section 3 gives the class(es) of shares and the prescribed particulars of rights attached to shares for each class of share shown (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. For redemption, any terms or conditions relating to the redemption of the shares are also given. The next page or a Statement of Capital (Prescribed particulars of rights attached to shares) continuation page is used if necessary. Section 4 is the signature on behalf of the company, given by a director, secretary or person authorised (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted).

SH10 Notice of Particulars of Variation of Rights Attached to Shares (Version 6.0, 03/26)

Purpose

SH10 is made under section 637 of the Companies Act 2006 and is used to give notice of particulars of variation of rights attached to shares. It cannot be used to give notice of particulars of variation of class rights of members of a company without share capital; form SH12 is used for that.

Deadlines

The form does not print a deadline. Section 637 of the Companies Act 2006 requires the notice to be delivered to the registrar within one month from the date the variation is made.

Requirements

The company name and number must match the public register, the date of variation of rights must be entered in section 2, details of the variation provided in section 3 and the form signed.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date of variation of rights. Section 3 gives the details of the variation of rights attached to shares, with a continuation page used if more space is needed. Section 4 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager, Charity Commission receiver and manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted).

SH11 Notice of New Class of Members (Version 5.0, 03/26)

Purpose

SH11 is made under section 638 of the Companies Act 2006 and is used to give notice of the rights attached to a new class of members. It may only be used for a company without share capital. It cannot be used to give notice of a name or other designation of a class of members; form SH13 is used for that.

Deadlines

The form does not print a deadline. Section 638 of the Companies Act 2006 requires notice to be delivered to the registrar within one month of the creation of the new class of members.

Requirements

The company name and number must match the public register, the date of creation of the new class of members must be entered in section 2, the rights attached to the class given in section 3 and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date on which the new class of members was created. Section 3 gives the details of the rights attached to the new class of members, with a continuation page used if necessary. Section 4 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager, Charity Commission receiver and manager or CIC manager (the form as printed reads “Charity commission reviewer and manager”).

SH12 Notice of Particulars of Variation of Class Rights (Version 5.0, 03/26)

Purpose

SH12 is made under section 640 of the Companies Act 2006 and is used to give notice of particulars of variation of class rights of members. It may only be used for a company without share capital. It cannot be used to give notice of particulars of variation of rights attached to shares; form SH10 is used for that.

Deadlines

The form does not print a deadline. Section 640 of the Companies Act 2006 requires the notice to be delivered to the registrar within one month from the date the variation is made.

Requirements

The company name and number must match the public register, the date of variation of class rights must be entered in section 2, section 3 completed and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date on which the rights were varied. Section 3 gives the details of the variation in the rights of the class of members, in the boxes provided. Section 4 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager.

SH13 Notice of Name or Other Designation of Class of Members (Version 5.0, 03/26)

Purpose

SH13 is made under section 639 of the Companies Act 2006 and is used to give notice of a name (or new name) or other designation of a class of members. It may only be used for a company without share capital. It cannot be used to give notice of a name or other designation of a class of shares; form SH08 is used for that.

Deadlines

The form does not print a deadline. Section 639 of the Companies Act 2006 requires the notice to be delivered to the registrar within one month from the date the name or designation is assigned.

Requirements

Filing Process

Section 1 gives the company number and name. Section 2 gives the date on which the name or designation was assigned. Section 3 lists the class(es) of members, showing the existing class of members alongside the name (or new name) or other designation assigned to it. Section 4 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager, Charity Commission receiver and manager, CIC manager or judicial factor.

SH14 Notice of Redenomination (Version 7.0, 03/26)

Purpose

SH14 is made under section 625 of the Companies Act 2006 and is used to give notice of redenomination of shares. It cannot be used to give notice of a reduction of capital following redenomination; form SH15 is used for that. The form must not be stapled.

Deadlines

The form does not print a deadline. Section 625 of the Companies Act 2006 requires notice, accompanied by a statement of capital, to be given to the registrar within one month after the shares are redenominated.

Requirements

The company name and number must match the public register, the date the resolution was passed must be entered in section 2, section 3 and the relevant sections of the statement of capital completed and the form signed. Statement of Capital continuation pages are used if necessary.

Filing Process

Section 1 gives the company number and name. Section 2 gives the date the resolution was passed. Section 3 lists the shares redenominated: the class of shares, the number of shares redenominated, the existing nominal value of each share and the new nominal value of each share, which is calculated by translating the aggregate nominal value of all the shares of that class into the new currency (at the rate of exchange specified in the resolution) and dividing that amount by the number of shares in the class. Section 4 is the statement of capital, which must reflect the company’s total share capital following the redenomination. A separate currency table (A, B or C) is completed for each currency, giving the class of shares, number of shares, aggregate nominal value and total aggregate amount unpaid, if any (including both the nominal value and any share premium), with totals for each table. The total issued share capital table (grand total) must always be completed by adding the totals from all currency tables, including any continuation pages; ‘0’ or ‘nil’ is entered for the amount unpaid if the shares are fully paid, and it is assumed they are fully paid if left blank. Section 5 gives the prescribed particulars of rights attached to shares for each class of share shown in the share capital tables (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. Section 6 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted).

SH15 Notice of Reduction of Capital Following Redenomination (Version 7.0, 03/26)

Purpose

SH15 is made under section 627 of the Companies Act 2006 and is used to give notice of a reduction of capital following redenomination. It cannot be used to give notice of redenomination under section 625 of the Companies Act 2006; form SH14 is used for that. The form must not be stapled.

Deadlines

The form does not print a deadline. Section 627 of the Companies Act 2006 requires the notice, with the statement of capital and the directors’ statement, to be delivered to the registrar within 15 days after the resolution is passed, and the reduction of capital is not effective until the notice and statement of capital are registered.

Requirements

The company name and number must match the public register, the date of resolution must be entered in section 2, the statement of capital completed and the form signed. Statement of Capital continuation pages are used if necessary. Section 627 also requires a statement by the directors, delivered separately from this form, confirming that the reduction is in accordance with section 626(4) (the reduction must not exceed 10% of the nominal value of the allotted shares immediately after the reduction).

Filing Process

Section 1 gives the company number and name. Section 2 gives two resolution dates: the date the resolution to redenominate was passed and the date the resolution to reduce capital was passed. Section 3 is the statement of capital, which must reflect the company’s share capital as reduced by the resolution. A separate currency table (A, B or C) is completed for each currency, giving the class of shares, number of shares, aggregate nominal value and total aggregate amount unpaid, if any, with totals for each table. The total issued share capital table (grand total) must always be completed by adding the totals from all currency tables, including any continuation pages. Section 4 gives the prescribed particulars of rights attached to shares for each class of share shown in the share capital tables (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. Section 5 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted).

SH16 Notice by the Applicants of Application to Court for Cancellation of the Special Resolution Approving a Redemption or Purchase of Shares out of Capital (Version 5.0, 03/26)

Purpose

SH16 is made under section 722(1) of the Companies Act 2006 and is used by the applicants to give notice of an application to the court to cancel a special resolution approving a redemption or purchase of shares out of capital. It cannot be used to give notice by the company of such an application; form SH17 is used for that.

Deadlines

The form does not print a deadline. Section 722(1) of the Companies Act 2006 requires the applicants, or the person making the application on their behalf, to give notice to the registrar immediately on making the application.

Requirements

The company name and number must match the public register, the date of application must be entered in section 2 and the form must be signed by the applicant(s) or by a person who made the application on their behalf. .

Filing Process

Section 1 gives the company number and name. Section 2 is the notice of application, in which the applicant(s) state that an application has been made to the court for the cancellation of the special resolution approving payment out of capital for the redemption or purchase of some of the company’s shares, and the date of application is entered. Section 3 is the signature of each applicant, or of the person who made the application on their behalf; five signature boxes are provided and a continuation page is used if necessary.

SH17 Notice by the Company of Application to Court for Cancellation of Special Resolution Approving a Redemption or Purchase of Shares out of Capital (Version 5.0, 03/26)

Purpose

SH17 is made under section 722(2) of the Companies Act 2006 and is used by the company to give notice of an application to the court to cancel a special resolution approving a redemption or purchase of shares out of capital. It cannot be used to give notice by the applicants of such an application; form SH16 is used for that.

Deadlines

The form does not print a deadline. Section 722(2) of the Companies Act 2006 requires the company, on being served with notice of the application, to give notice to the registrar immediately. Under section 722(3) the company must also deliver a copy of the court’s order to the registrar within 15 days of the order being made, or such longer period as the court directs.

Requirements

The company name and number must match the public register, the date of application must be entered in section 2 and the form signed. A person authorised is one authorised under section 270 or 274 of the Companies Act 2006.

Filing Process

Section 1 gives the company number and name. Section 2 is the notice of application, in which the company states that an application has been made to the court for the cancellation of the special resolution approving payment out of capital for the redemption or purchase of some of the company’s shares, and the date of application is entered. Section 3 is the signature on behalf of the company, given by a director, secretary, person authorised, administrator, administrative receiver, receiver, receiver manager or CIC manager (for a Societas Europaea, ‘director’ is deleted and the organ of the SE of which the signatory is a member is inserted).

SH19 Statement of Capital on Cancellation of Share Warrants (Version 4.0, 03/26)

Purpose

SH19 is made under section 7(2) of Schedule 4 to the Small Business, Enterprise and Employment Act 2015 and is used to complete a statement of capital for a company which has had share warrants cancelled by a court. It cannot be used to complete a statement of capital for a private company reducing its share capital by solvency statement. The form must not be stapled.

Deadlines

The form does not print a deadline. Schedule 4 to the Small Business, Enterprise and Employment Act 2015 requires the company to deliver the statement of capital to the registrar before the end of the period of 15 days beginning with the cancellation date.

Requirements

The company name and number must match the public register, the relevant sections of the statement of capital must be completed and the form authenticated by one of the persons listed above. The form is authenticated by printed name, although its checklist refers to signing the form. Statement of Capital continuation pages are used if necessary. , including the authentication.

Filing Process

Section 1 gives the company number and name. Section 2 is the share capital section, which shows the issued share capital on cancellation. A separate currency table (A or B) is completed for each currency, giving the class of shares, number of shares, aggregate nominal value and total aggregate amount unpaid, if any (including both the nominal value and any share premium), with totals for each table. The total issued share capital table (grand total) must always be completed by adding the totals from all currency tables, including any continuation pages; ‘0’ or ‘nil’ is entered for the amount unpaid if the shares are fully paid. Section 3 gives the prescribed particulars of rights attached to shares for each class of share shown in the share capital tables in section 2 (any voting rights, rights to participate in a distribution as respects dividends and capital including on winding up, and whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder), using a separate table for each class of share. Section 4 is the authentication by printed name (no signature is needed) on behalf of the company, given by a director, secretary or person authorised (for a UK Societas, ‘director’ is deleted and the organ of the UKS of which the person authorising is a member is inserted).