Shareholder Changes UK —
Share Allotments & Transfers Handled Correctly

Companies House automatically penalises late SH01 filings. The 1-month window from the date of allotment is strict. For investment rounds with multiple closings, each allotment requires its own SH01 within 1 month of that specific allotment date — not the round’s final closing date.

Stamp duty is a legal requirement on share transfers above £1,000 — it is not optional. Failing to stamp a stock transfer form means the transfer is not properly executed and the transferee’s title to the shares may be challengeable. HMRC charges penalties and interest on unstamped documents presented after the 30-day stamping window.

Under the Companies Act, a company can only allot shares up to its authorised share capital (or, for companies incorporated post-2006, within any directors’ authority to allot granted in the Articles or by shareholder resolution). Allotting shares beyond this authority makes the allotment void. We check authority before every allotment.

The shareholder register must be updated immediately on any allotment or transfer — not at the next confirmation statement. The register is the legal record of ownership. Failure to maintain an up-to-date register affects the validity of dividend payments (paid to wrong persons) and voting rights at meetings.

An SH01 (Return of Allotment of Shares) is filed with Companies House to notify them of new shares allotted by a company. It must be filed within 1 month of the allotment date. The SH01 specifies the number and class of shares allotted, the amount paid up and unpaid on each share, and the consideration received. Failure to file within 1 month is an offence carrying a daily default fine.

Stamp duty on share transfers is 0.5% of the consideration (purchase price), rounded up to the nearest £5 (minimum £10 duty). For example, a transfer of shares for £50,000 attracts stamp duty of £250 (0.5% × £50,000). Transfers for nil consideration (gifts) attract no stamp duty but may have CGT implications. The stock transfer form must be submitted to HMRC for stamping within 30 days of the transfer date.

Yes — shares can be gifted to any person, including family members, without stamp duty (gifts are exempt). However, a gift of shares is a CGT disposal for the donor — the donor is treated as disposing of the shares at market value for CGT purposes, even if no money changes hands. Gifts between spouses and civil partners are at no gain/no loss and do not trigger CGT. We advise on the CGT implications of all share gifts before the transfer.

A share transfer requires: a completed and executed stock transfer form (J30) signed by the transferor (and transferee for nil-consideration transfers), the original share certificate for the shares being transferred, stamp duty payment and HMRC stamping (for transfers above £1,000 consideration), and shareholder consent if required under the Articles (pre-emption rights). We prepare all required documentation for every share transfer.

Not necessarily — if the existing shareholder agreement covers the new situation (e.g. an existing shareholder increases their holding), a simple deed of adherence may be sufficient. If shares are transferred to a completely new party, or if the transfer fundamentally changes the ownership balance, a new or updated shareholder agreement is recommended. We review the existing agreement for every transfer and advise on whether updating is required.