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Companies Act & Corporate FilingsUnited Kingdom
Free Form SH01 Return of Allotment of Shares Template
Form SH01 is the United Kingdom Companies House filing that notifies the registrar of an allotment of shares under sections 554-557 of the Companies Act 2006. The return must be filed within one month of the allotment under section 555 and must be accompanied by a Statement of Capital reflecting the position after the allotment. Failure is a criminal offence by every officer of the company in default with a continuing daily default fine. Our free UK template builds a structured SH01 — company identification, allotment date, shares allotted (number, class, nominal value, premium), Statement of Capital — with four Expert clauses on the no-discount rule (sections 580-583), statutory pre-emption (sections 561-571), public company independent valuation under section 593, and the PSC register threshold linkage.
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Form SH01 — Return of Allotment of Shares
Mayfield Innovations Limited (Company No. 11234567) · Companies Act 2006 Ss.554-557 · 2026-06-22
TO: The Registrar of Companies
Companies House
RE: Return of allotment of shares - 250000 A ordinary shares
Notice is given under section 555 of the Companies Act 2006 of an allotment of 250000 A ordinary shares by Mayfield Innovations Limited, a private limited company (Ltd) (Company No. 11234567). The allotment was made on 2026-06-22 pursuant to the board minute dated 18 June 2026 and the shareholder resolution dated 15 June 2026.
Companies House
RE: Return of allotment of shares - 250000 A ordinary shares
Notice is given under section 555 of the Companies Act 2006 of an allotment of 250000 A ordinary shares by Mayfield Innovations Limited, a private limited company (Ltd) (Company No. 11234567). The allotment was made on 2026-06-22 pursuant to the board minute dated 18 June 2026 and the shareholder resolution dated 15 June 2026.
1. COMPANY PARTICULARS
| COMPANY NAME | Mayfield Innovations Limited |
| COMPANIES HOUSE NUMBER | 11234567 |
| REGISTERED OFFICE | 3 Saint Pauls Square, Birmingham B3 1RB |
| COMPANY TYPE | a private limited company (Ltd) |
2. ALLOTMENT SUMMARY (CA 2006 S.556 PRESCRIBED PARTICULARS)
| ALLOTMENT DATE | 2026-06-22 |
| SHARE CLASS | A ordinary shares |
| NUMBER OF SHARES ALLOTTED | 250000 |
| NOMINAL VALUE PER SHARE | GBP 0.01 |
| SHARE PREMIUM PER SHARE | GBP 1.99 |
| CURRENCY | GBP |
3. CONSIDERATION PAID. The consideration for the allotment is Cash only. The Companies Act 2006 prohibits the allotment of shares at a discount to nominal value (sections 580-583); the consideration received is at least equal to the aggregate nominal value of the shares allotted, plus any share premium recorded above.
Cash consideration: GBP 500,000.
Non-cash valuation method: No valuation required on the facts (cash allotment).
Cash consideration: GBP 500,000.
Non-cash valuation method: No valuation required on the facts (cash allotment).
4. STATEMENT OF CAPITAL AFTER ALLOTMENT
| TOTAL SHARES ISSUED AFTER ALLOTMENT | 1250000 |
| AGGREGATE NOMINAL CAPITAL | GBP 12,500 |
| AGGREGATE SHARE PREMIUM ACCOUNT (CA 2006 S.610) | GBP 497,500 |
| VOTING RIGHTS AFTER ALLOTMENT | Ordinary shares carry one vote per share at general meetings; A ordinary shares carry one vote per share with no enhanced voting rights or preferential dividend. |
5. ALLOTMENT REASON. The allotment was made for a cash issue (subscription for new shares at the issue price). The board authority for the allotment is recorded in the board minute dated 18 June 2026; the supporting shareholder resolution is dated 15 June 2026. The allotment authority operates under sections 549 to 551 of the Companies Act 2006 (or the general authority for a private company with one class of shares under section 550 where applicable).
6. PRE-EMPTION RIGHTS COMPLIANCE (CA 2006 ss.561-571). Section 561 of the Companies Act 2006 confers statutory pre-emption on existing equity shareholders: new equity shares must first be offered to existing shareholders pro rata to their existing holdings on the same or more favourable terms. Section 567 disapplies statutory pre-emption for a private company with one class of ordinary shares. Section 570 allows a special resolution to disapply pre-emption generally; section 571 confers a specific authority for a single named allotment.
Pre-emption applicable on the facts: YES - the allotment is of equity securities and the statutory regime applies.
Pre-emption basis relied on: A special resolution disapplying statutory pre-emption was passed under section 570 of the Companies Act 2006 (resolution dated as recorded above).
Pre-emption offer period observed: Yes - the minimum offer period was observed in full.
Pre-emption narrative:
A special resolution disapplying statutory pre-emption rights was passed by the existing shareholders on 15 June 2026 (resolution number SR-2026-04) in connection with the proposed Series Seed investment by Tessera Capital Partners LLP. The resolution conferred a general authority under section 570 of the Companies Act 2006 to allot up to 300,000 A ordinary shares free from statutory pre-emption rights for a period of 12 months. The allotment of 250,000 A ordinary shares to Tessera Capital Partners LLP on 22 June 2026 is within the authority. The pre-emption offer period was therefore not engaged, but a courtesy offer to existing shareholders was made on 1 June 2026; no existing shareholder elected to take up the offer.
Pre-emption applicable on the facts: YES - the allotment is of equity securities and the statutory regime applies.
Pre-emption basis relied on: A special resolution disapplying statutory pre-emption was passed under section 570 of the Companies Act 2006 (resolution dated as recorded above).
Pre-emption offer period observed: Yes - the minimum offer period was observed in full.
Pre-emption narrative:
A special resolution disapplying statutory pre-emption rights was passed by the existing shareholders on 15 June 2026 (resolution number SR-2026-04) in connection with the proposed Series Seed investment by Tessera Capital Partners LLP. The resolution conferred a general authority under section 570 of the Companies Act 2006 to allot up to 300,000 A ordinary shares free from statutory pre-emption rights for a period of 12 months. The allotment of 250,000 A ordinary shares to Tessera Capital Partners LLP on 22 June 2026 is within the authority. The pre-emption offer period was therefore not engaged, but a courtesy offer to existing shareholders was made on 1 June 2026; no existing shareholder elected to take up the offer.
7. NON-CASH CONSIDERATION VALUATION (CA 2006 ss.580-583 + s.593 plc). Where the allotment is for non-cash consideration, sections 580-583 of the Companies Act 2006 prohibit the issue at a discount to nominal value. For a public limited company, section 593 requires an independent valuation report by a person qualified to be appointed as the company's auditor (or by a person otherwise qualified) before the allotment proceeds. Section 598 extends the independent valuation regime to specific transactions with subscribers.
Non-cash valuation required on the facts: No - cash allotment only.
Section 593 independent valuation completed: Not applicable on the facts here.
The leading authority on non-cash share valuation is Hellenic and General Trust Ltd v Re [1976] 1 WLR 123 (and the line of authority that follows it), which confirms that the consideration must be capable of valuation in money or money's worth and that the valuation must be done at arm's length.
Non-cash valuation required on the facts: No - cash allotment only.
Section 593 independent valuation completed: Not applicable on the facts here.
The leading authority on non-cash share valuation is Hellenic and General Trust Ltd v Re [1976] 1 WLR 123 (and the line of authority that follows it), which confirms that the consideration must be capable of valuation in money or money's worth and that the valuation must be done at arm's length.
8. CLASS RIGHTS VARIATION (CA 2006 s.630 + ARTICLE 22 MODEL). Where the allotment varies the rights attached to an existing class of shares, section 630 of the Companies Act 2006 (read with Article 22 of the model articles for private companies) requires either the written consent of holders of three-fourths in nominal value of the issued shares of the class, or a special resolution passed at a separate meeting of the class.
Class rights affected: No - no class right is varied.
Class meeting held: Not applicable on the facts here.
75% majority obtained: Not applicable on the facts here.
Section 630 compliance: Not applicable on the facts here.
The leading authorities are Re BSB Holdings Ltd (No 2) [1996] 1 BCLC 155, which confirms that a class meeting and 75% majority are required where class rights are varied; Cumbrian Newspapers Group Ltd v Cumberland and Westmorland Herald [1987] Ch 1, where Scott J defined "class rights" broadly to include any rights attached to a class of shares; and Re Saul D Harrison and Sons plc [1995] 1 BCLC 14, where Hoffmann LJ confirmed that an allotment that dilutes a minority shareholder can amount to "unfair prejudice" under what is now section 994 of the Companies Act 2006.
Class rights narrative:
The allotment is of A ordinary shares ranking pari passu with the existing A ordinary shares already in issue. No class rights are varied; no class meeting is required under section 630 of the Companies Act 2006 or under Article 22 of the company's adopted articles. The Re BSB Holdings test (separate class meeting + 75% majority where class rights are varied) does not arise; the Cumbrian Newspapers Group definition of class rights does not capture the allotment because no existing right is altered.
Class rights affected: No - no class right is varied.
Class meeting held: Not applicable on the facts here.
75% majority obtained: Not applicable on the facts here.
Section 630 compliance: Not applicable on the facts here.
The leading authorities are Re BSB Holdings Ltd (No 2) [1996] 1 BCLC 155, which confirms that a class meeting and 75% majority are required where class rights are varied; Cumbrian Newspapers Group Ltd v Cumberland and Westmorland Herald [1987] Ch 1, where Scott J defined "class rights" broadly to include any rights attached to a class of shares; and Re Saul D Harrison and Sons plc [1995] 1 BCLC 14, where Hoffmann LJ confirmed that an allotment that dilutes a minority shareholder can amount to "unfair prejudice" under what is now section 994 of the Companies Act 2006.
Class rights narrative:
The allotment is of A ordinary shares ranking pari passu with the existing A ordinary shares already in issue. No class rights are varied; no class meeting is required under section 630 of the Companies Act 2006 or under Article 22 of the company's adopted articles. The Re BSB Holdings test (separate class meeting + 75% majority where class rights are varied) does not arise; the Cumbrian Newspapers Group definition of class rights does not capture the allotment because no existing right is altered.
9. PSC TRIGGER ASSESSMENT (ECCTA 2023 + PSC REGS 2016). Schedule 1A of the Companies Act 2006 sets the People with Significant Control thresholds: holding more than 25%, 50%, or 75% of the shares or voting rights. The Economic Crime and Corporate Transparency Act 2023 reinforces the parallel duty to file the PSC register update where an allotment crosses any of the thresholds. The People with Significant Control Regulations 2016 (SI 2016/339), regulations 22 to 25, prescribe the parallel filing forms.
Allotment triggers a PSC threshold: YES - parallel PSC filing required.
Threshold crossed: the 25% PSC threshold under Schedule 1A of the Companies Act 2006 (becoming or ceasing to be a PSC by shareholding).
PSC parallel filing: Form PSC01 (notice of becoming a PSC) filed in parallel.
PSC assessment narrative:
Following the allotment, Tessera Capital Partners LLP holds 250,000 A ordinary shares of a total 1,250,000 issued shares (20% of voting rights) - below the 25% PSC threshold by shareholding. However, Tessera also receives a board observer right and an information right under the subscription agreement, and a director-appointment right that is exercisable on a 1-director-per-15% basis. Following advice, the PSC assessment concludes that Tessera now exercises "significant influence or control" under the wider test in Schedule 1A and a Form PSC01 (notice of becoming a PSC by significant influence) has been filed in parallel with this SH01. The PSC register entry records the basis as "significant influence or control through investment agreement rights", not by shareholding.
Allotment triggers a PSC threshold: YES - parallel PSC filing required.
Threshold crossed: the 25% PSC threshold under Schedule 1A of the Companies Act 2006 (becoming or ceasing to be a PSC by shareholding).
PSC parallel filing: Form PSC01 (notice of becoming a PSC) filed in parallel.
PSC assessment narrative:
Following the allotment, Tessera Capital Partners LLP holds 250,000 A ordinary shares of a total 1,250,000 issued shares (20% of voting rights) - below the 25% PSC threshold by shareholding. However, Tessera also receives a board observer right and an information right under the subscription agreement, and a director-appointment right that is exercisable on a 1-director-per-15% basis. Following advice, the PSC assessment concludes that Tessera now exercises "significant influence or control" under the wider test in Schedule 1A and a Form PSC01 (notice of becoming a PSC by significant influence) has been filed in parallel with this SH01. The PSC register entry records the basis as "significant influence or control through investment agreement rights", not by shareholding.
10. FILING DECLARATION. The signatory confirms, on behalf of Mayfield Innovations Limited, that the particulars set out in this Return of Allotment are true and correct, that the allotment was duly authorised by the board (and where applicable by shareholder resolution), that the consideration received is not less than the aggregate nominal value of the shares allotted, that the register of members has been updated under section 554 of the Companies Act 2006, and that this Return is filed at Companies House within the statutory period of the allotment. Late filing is a criminal offence by every officer of the company in default with a continuing daily default fine until the omission is remedied.
DIRECTOR / COMPANY SECRETARY (FILING SH01)
[Filing Officer Name]
For and on behalf of Mayfield Innovations Limited
Date: ____________________
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What Is Form SH01?
Form SH01 is the United Kingdom Companies House filing that notifies the registrar of an allotment of shares — the issue of new shares to a subscriber in exchange for consideration. Sections 554-557 of the Companies Act 2006 require every allotment to be returned to Companies House within one month of the allotment under section 555. The return must be accompanied by a Statement of Capital under sections 619-620 reflecting the company's position after the allotment — total shares, classes, voting rights, nominal value and aggregate amounts paid up. The filing route is either Form SH01 (paper, GBP 13 in 2026) or the WebFiling / Companies House online equivalent (free).
Sections 580 to 583 of the Companies Act 2006 prohibit the allotment of shares at a discount to nominal value — the consideration received must be at least equal to the aggregate nominal value of the shares allotted (plus any share premium recorded). For a public limited company, non-cash consideration requires an independent valuation report by a person qualified to be appointed as the company's auditor (or otherwise qualified) under section 593. The leading authority on non-cash consideration valuation is Hellenic & General Trust Ltd v Re [1976] 1 WLR 123. Statutory pre-emption under sections 561 to 571 confers a right of first refusal on existing equity shareholders; section 567 disapplies pre-emption for a private company with one class of ordinary shares; section 570 allows general disapplication by special resolution; section 571 confers a specific authority for a single allotment.
Where the allotment crosses a People with Significant Control (PSC) threshold — typically more than 25%, more than 50% or more than 75% of voting rights or ownership — the company must update its PSC register within 14 days under the PSC Regulations 2016 (SI 2016/339) and file the appropriate PSC notification with Companies House (PSC01 for a new PSC; PSC04 for a change). Class rights variation under section 630 requires a separate class meeting where the allotment affects a class's rights. The Economic Crime and Corporate Transparency Act 2023 verified-person regime (from 18 November 2025) also applies to PSCs in the United Kingdom — unverified PSCs cannot have their interests validly recorded.
What's Covered in This Template
Our United Kingdom Form SH01 template builds a structured return of allotment with Statement of Capital — company identification, allotment date, shares allotted (class, number, nominal value, premium, consideration type), Statement of Capital — and four Expert clauses on the no-discount rule, statutory pre-emption, public company valuation, and PSC threshold linkage.
One-Month Notification Window — CA 2006 s.555
Companies Act 2006 section 555 requires the return of allotment to be filed within one month of the allotment date. Failure is a criminal offence by every officer of the United Kingdom company in default with a continuing daily default fine. The 14-day window in CA 2006 s.555(2) sets the deadline for filing the accompanying Statement of Capital.
Statement of Capital — CA 2006 ss.619-620
The Statement of Capital must reflect the company's position after the allotment — total shares in issue, classes of shares, voting rights attached to each class, nominal value of each share and aggregate amounts paid up on the shares. The Statement is on the public register and forms the baseline for the next confirmation statement.
Shares Allotted — Class, Number, Nominal Value, Premium
Captures the allotment particulars — class of share (ordinary, preference, deferred, redeemable, non-voting), number allotted, nominal value per share, share premium per share (if any), consideration type (cash, non-cash, partly paid), and total consideration received. Each class is recorded separately.
Consideration Type — Cash vs Non-Cash
Records the consideration type — cash, non-cash (assets, services, IP, debt set-off) or partly paid. Non-cash consideration triggers additional disclosure requirements; for a public company it triggers the section 593 independent valuation requirement (Hellenic & General Trust [1976] 1 WLR 123).
No Discount to Nominal Value — CA 2006 ss.580-583 (Expert)
Expert clause structures the no-discount rule. Sections 580 to 583 of the Companies Act 2006 prohibit the allotment of shares at a discount to nominal value. The consideration received must be at least equal to the aggregate nominal value (plus any share premium recorded). Allotment at a discount is void as to the discount; the directors are personally liable for the shortfall.
Statutory Pre-Emption — CA 2006 ss.561-571 (Expert)
Expert clause covers statutory pre-emption. Section 561 confers a right of first refusal on existing equity shareholders. Section 567 disapplies pre-emption for a private company with one class of ordinary shares. Section 570 allows general disapplication by special resolution; section 571 confers specific authority for a single allotment. Failure to observe pre-emption exposes the directors to claims and may render the allotment voidable.
Public Company Section 593 Valuation (Expert)
Expert clause covers the public limited company independent valuation requirement under section 593 of the Companies Act 2006. For a PLC, non-cash consideration shares require an independent valuation report by a person qualified to be appointed as the company's auditor. Section 598 extends the regime to specific transactions with subscribers. Cites Hellenic & General Trust [1976] 1 WLR 123.
Class Rights Variation — CA 2006 s.630 (Expert)
Expert clause covers class rights variation. Where the allotment affects the rights of an existing class of shares (e.g. new class with priority dividend, voting changes), section 630 of the Companies Act 2006 requires a separate class meeting of the affected class. The class meeting must approve by special resolution (or by the consent threshold in the articles).
PSC Register Threshold Linkage (Expert)
Expert clause covers the parallel People with Significant Control (PSC) register update. Where the allotment crosses a PSC threshold (more than 25%, 50% or 75% of voting rights or ownership), the company must update its PSC register within 14 days under the PSC Regulations 2016 (SI 2016/339) and file Form PSC01 (new PSC) or PSC04 (change).
Voting Rights and Class Particulars
Captures voting rights attached to each class — one vote per share, multiple votes per share, no votes, weighted votes by class. Class particulars include redemption rights, dividend rights and capital distribution rights. The Statement of Capital records voting rights per class in a structured form for the public register.
Bonus Issue and Capitalisation Coverage
Where the allotment is a bonus issue (capitalising reserves rather than receiving fresh consideration), the SH01 captures the bonus issue structure — capitalised reserves, allotment basis (e.g. one bonus share for every existing share) and post-issue Statement of Capital. Bonus issues are exempt from the no-discount rule because nominal value is satisfied by capitalised reserves.
WebFiling or Paper SH01 Filing Route
The SH01 can be filed via Companies House WebFiling (online, free) or by paper Form SH01 (post, GBP 13 in 2026). The substantive content is the same. WebFiling is the default for United Kingdom practitioners; paper is used for complex allotments (multiple classes, non-cash consideration, bonus issues) where the WebFiling format is restrictive.
How to File Form SH01
Follow these steps to produce a structured United Kingdom Form SH01 return of allotment with accompanying Statement of Capital for filing with Companies House within the one-month window.
- 1
Confirm the Allotment Authority
Before allotting shares, confirm the directors have authority — under the articles for a private company with one class of ordinary shares (CA 2006 s.550 default authority), or by ordinary resolution / articles for any other private or public company under CA 2006 s.551. The board minutes the allotment with the authority on the record in the United Kingdom.
- 2
Capture the Allotment Date and Particulars
Record the allotment date (the date the directors resolve to allot, not the date of subscription or share certificate issue) and the particulars — class of share, number allotted, nominal value per share, share premium per share, consideration type and total consideration received. Each class is recorded separately on the SH01.
- 3
Identify the Allottees
Capture each allottee — name, address, number of shares allotted and class. The SH01 lists the allottees (or, for large allotments, may aggregate by class and reference a separate list). Where the allottee becomes a PSC of the company (more than 25% of voting rights or ownership), the PSC register and PSC01 filing trigger in parallel.
- 4
Confirm No Discount to Nominal Value (Expert)
Expert clause. Sections 580 to 583 of the Companies Act 2006 prohibit the allotment of shares at a discount to nominal value. The consideration must equal at least the aggregate nominal value (plus any share premium recorded). Confirm the consideration value and structure — cash at par or above, non-cash consideration at valuation, or capitalised reserves for a bonus issue.
- 5
Observe Statutory Pre-Emption or Apply a Disapplication (Expert)
Expert clause. Section 561 of the Companies Act 2006 confers statutory pre-emption on existing equity shareholders. For a United Kingdom private company with one class of ordinary shares, section 567 disapplies pre-emption automatically. For other companies, disapplication requires section 570 (general, by special resolution) or section 571 (specific, for a single allotment). Failing to observe pre-emption can render the allotment voidable.
- 6
Obtain a Section 593 Independent Valuation if Public Company Non-Cash (Expert)
Expert clause. For a public limited company, section 593 of the Companies Act 2006 requires an independent valuation report by a person qualified to be appointed as the company's auditor before non-cash consideration shares are allotted. The report must be obtained within six months of the allotment and must be sent to the proposed allottee and filed with Companies House.
- 7
Hold a Class Meeting if Class Rights Vary (Expert)
Expert clause. Where the allotment affects the rights of an existing class of shares (new class with priority dividend, voting changes, capital priority), section 630 of the Companies Act 2006 requires a separate class meeting of the affected class. The class meeting must approve by special resolution (or by the consent threshold in the articles — typically 75%).
- 8
Update the PSC Register if Allotment Crosses a Threshold (Expert)
Expert clause. Where the allotment crosses a PSC threshold (more than 25%, 50% or 75% of voting rights or ownership), update the PSC register within 14 days under the PSC Regulations 2016 (SI 2016/339) and file Form PSC01 (new PSC) or PSC04 (change of details). The ECCTA 2023 identity verification regime applies to PSCs from 18 November 2025.
- 9
Prepare the Statement of Capital
The Statement of Capital under CA 2006 ss.619-620 must reflect the company's position after the allotment — total shares in issue, classes of shares, voting rights attached to each class, nominal value of each share and aggregate amounts paid up on the shares. The Statement is on the public register and forms the baseline for the next confirmation statement.
- 10
File via WebFiling or Paper Within One Month
File the SH01 and Statement of Capital via Companies House WebFiling (online, free) or by paper Form SH01 (post, GBP 13 in 2026). The one-month window runs from the allotment date under CA 2006 s.555. Failure is a criminal offence by every officer in default. Companies House issues an acknowledgment by email or post and updates the public register.
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Legal Considerations — Form SH01
Share allotments in the United Kingdom are governed by the Companies Act 2006 — Part 17 (capital and reserves), sections 549-577 (allotment) and sections 580-616 (consideration and valuation). The Statement of Capital is governed by ss.619-620. The PSC register is governed by the PSC Regulations 2016 (SI 2016/339) and the Economic Crime and Corporate Transparency Act 2023 from 18 November 2025.
This template is for general information and does not constitute legal advice. Share allotments engage the directors' authority limits, pre-emption rights, no-discount rules, public company valuation requirements and PSC linkage. Where the allotment is part of a fundraising round, EIS / SEIS qualifying issue, employee share scheme or capital restructuring, specialist corporate-law advice is recommended. The ICAEW, ICAS, ACCA and the Chartered Governance Institute UK & Ireland maintain resources on share allotment and the Statement of Capital. Companies House publishes detailed guidance on the SH01 process in England, Wales, Scotland and Northern Ireland.
Reviewed for the United Kingdom (England, Wales, Scotland, Northern Ireland)
Notification Window and Statement of Capital
Section 555 of the Companies Act 2006 requires the return of allotment to be filed within one month of the allotment date. The return must be accompanied by a Statement of Capital under sections 619-620 reflecting the company's position after the allotment — total shares in issue, classes of shares, voting rights attached to each class, nominal value of each share and aggregate amounts paid up on the shares. The Statement of Capital is on the public register and forms the baseline for the next confirmation statement. Failure to file is a criminal offence by every officer of the United Kingdom company in default with a continuing daily default fine.
No Discount to Nominal Value — CA 2006 ss.580-583
Sections 580 to 583 of the Companies Act 2006 prohibit the allotment of shares at a discount to nominal value. The consideration received must be at least equal to the aggregate nominal value of the shares allotted (plus any share premium recorded). Allotment at a discount is void as to the discount; the allottee is personally liable for the shortfall to the company (and the company may recover the shortfall plus interest). The no-discount rule is fundamental to company law and cannot be excluded by the articles or by shareholder resolution.
Statutory Pre-Emption — CA 2006 ss.561-571
Section 561 of the Companies Act 2006 confers statutory pre-emption on existing equity shareholders — the company must offer new equity to existing equity shareholders pro rata to their existing holdings before allotting to others. Section 567 disapplies pre-emption for a private company with one class of ordinary shares; section 570 allows general disapplication by special resolution; section 571 confers a specific authority for a single allotment. Failure to observe pre-emption (or to disapply it correctly) exposes the directors to claims by the existing shareholders and may render the allotment voidable — see Re Thundercrest [1995] 1 BCLC 117 on the consequences of pre-emption breach.
Public Company Section 593 Valuation
For a public limited company, section 593 of the Companies Act 2006 requires an independent valuation report by a person qualified to be appointed as the company's auditor (or a person otherwise qualified) before non-cash consideration shares are allotted. The report must be obtained within six months of the allotment, must be sent to the proposed allottee and must be filed with Companies House. Section 598 extends the regime to specific transactions with subscribers within two years of incorporation. The leading authority on non-cash consideration valuation is Hellenic & General Trust Ltd v Re [1976] 1 WLR 123. The section 593 regime does not apply to private companies — private company non-cash consideration is valued by the directors' good faith assessment.
Frequently Asked Questions
Build Your Form SH01 Return of Allotment
Produce a structured United Kingdom Form SH01 return of allotment of shares with accompanying Statement of Capital for filing with Companies House within the one-month window under Companies Act 2006 section 555 — company identification, allotment date, shares allotted (class, number, nominal value, premium, consideration type), Statement of Capital under ss.619-620, and four Expert clauses on the no-discount rule under sections 580-583, statutory pre-emption under sections 561-571, public company independent valuation under section 593 (Hellenic & General Trust [1976] 1 WLR 123), and the parallel PSC register update under the PSC Regulations 2016 (SI 2016/339) where the allotment crosses a control threshold.
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