Company law · When something changes

Issuing or transferring shares

Companies Act 2006 (c. 46) · Allotment within 1 month

When a company allots, meaning issues, new shares it must deliver a return of allotments to Companies House within one month, on form SH01. The allotment is recorded in the register of members, and the return tells Companies House the number and type of shares and the amount paid or unpaid. The one-month deadline runs from the date of the allotment.

A transfer of existing shares is different, and this is where companies get it wrong. A transfer is not filed at Companies House at the time. It is recorded in the register of members using a stock transfer form, and it surfaces at Companies House through the next confirmation statement. Stamp duty may apply to a transfer where the consideration is more than £1,000. The register of members is the document that proves who owns the shares at any moment.

The Share Allotments and Transfers working file in the ComplianceSME Companies Act 2006 system separates the two cases for you. For an allotment it records the date, the shares issued and the one-month filing. For a transfer it records the stock transfer form, the update to the register of members and the stamp duty position. It asks you what happened and to whom, one question at a time, then produces the evidence that the register is correct.

Everything beyond the Companies Act 2006 has its own system in the full register.