What is an SH06?
An SH06 – officially known as a ‘notice of cancellation of shares’ – is a form that limited UK companies are required to file with Companies House after cancelling shares.
This typically happens during a share buyback (i.e. when a company repurchases its own shares). In this case, an SH03 form must also be submitted and stamp duties paid (if applicable).
SH06 filing deadline
You have a maximum of 28 days after the buyback is complete to submit an SH06 form (and SH03, if relevant) to Companies House. This 28-day period begins when the shares are paid for and returned to your company.
Note that changes to shareholder or ownership information must also be reflected in your company’s register of members and reported in your annual confirmation statement (CS01).
How to file an SH06 form
This article explains how to complete an SH06 form manually and submit it to Companies House. We’ll also show you how much simpler and quicker the process is on Carta.
Company and share details
Start by downloading an SH06 template from the UK government website. Enter your company name and number, and the date on which the shares were cancelled. Note that shares cancelled on different dates must be declared in separate forms.
You’ll need to provide more detail about the class and number of shares cancelled, as well as the nominal value of each share. Different share classes need to be entered on separate rows.
Portion of SH06 form as of June 2024
Statement of capital
The fourth section of the form contains the statement of capital. This is used to inform Companies House about the capital structure of your business immediately after the cancellation of shares.
You need to fill in the class and number of shares currently issued, as well as their aggregate nominal value (i.e. the number of shares multiplied by the nominal value of each share). You should also include the total amount unpaid, if relevant.
If you’ve issued shares in multiple currencies, complete a separate table for each currency. Don’t forget to calculate the totals for each table and then for the entire page.
Portion of SH06 form as of June 2024
Prescribed particulars of rights
The next section relates to the prescribed particulars of rights attached to the shares listed in your statement of capital. This is essentially a summary of a shareholder’s rights, including voting rights, the right to participate in a distribution and the right to redeem shares.
Keep in mind that you need to fill out a separate table of rights for each share class, as shown below.
Portion of SH06 form as of June 2024
Sign and file your SH06 form
Your SH06 form can be signed by a company director, company officer or the person authorised under section 270 or 274 of the Companies Act 2006.
Portion of SH06 form as of June 2024
The final step is to send the form by post to the appropriate Companies House address. Alternatively, you can use the Companies House WebFiling service if you completed and signed the form digitally.
Including your contact information allows Companies House to get in touch about your SH06, if needed.
Portion of SH06 form as of June 2024
How to generate your SH06 on Carta
Preparing your notice of cancellation of shares doesn’t need to be a time-consuming task. With Carta, you can generate an SH06 in a matter of minutes. The form is automatically populated with your company’s data, ready for you to review before filing it with Companies House.
First, log in to your company account. Go to the ‘Companies House’ section, under ‘Filings’ in the left-hand navigation bar. Click ‘Generate filing’ and select ‘SH06’ from the drop-down menu.
Next, enter the date of cancellation and choose whether or not to include draft transactions. If you click the ‘Learn more’ icon, you’ll see a pop-up window explaining how to export and file your SH06.
Once generated, the report will be emailed to you and stored in your account (under ‘Companies House filings’) for future reference. All you need to do now is review, sign and submit it to Companies House – either by posting a printed copy or using the online filing service.
Remember to mark your SH06 as ‘filed’ on the platform to ensure your company records are up to date.
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