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Issue new shares in a limited company

Allotting new shares — to bring in an investor, reward a joiner, or restructure who owns what — with the return of allotment filed at Companies House.

Issuing shares creates new ones and dilutes everybody who already holds them. That is a decision about control as much as money: it changes voting, it can change who counts as a person with significant control, and it can cross the 25% threshold that makes someone a PSC.

When it is due

The return of allotment is filed within one month of the shares being allotted.

What we do

  • A check of the articles and any shareholders' agreement for pre-emption rights before anything is issued
  • Board and shareholder resolutions drafted
  • The return of allotment and the updated statement of capital filed
  • Share certificates issued and the register of members updated
  • The PSC register reviewed, because a new holding often changes it

What happens if it is not done

Issuing shares without following pre-emption rights or the articles can make the allotment challengeable years later, usually at the exact moment the company is being sold or raising money.

Questions

What is the difference between issuing and transferring shares?
Issuing creates new shares and dilutes existing holders. Transferring moves existing shares from one person to another and dilutes nobody.
Do I need to pay for shares immediately?
Not necessarily — shares can be issued unpaid or partly paid, and the unpaid amount remains owed to the company. It is a debt, and it is public.
Can I issue shares to someone overseas?
Yes. There is no residency requirement for shareholders.

Related

  • Confirmation statement — The annual filing that confirms the information Companies House holds about your company is correct. Due every year whether or not anything has changed.
  • Identity verification — Directors and people with significant control must have a verified identity. We verify you as an authorised corporate service provider.
  • Director appointments and resignations — Filing an appointment, a resignation or a change of a director's details at Companies House, with the statutory registers updated to match.
  • Change of company name — Changing a registered company name by resolution, with the new certificate issued by Companies House.
  • Transfer of shares — Moving existing shares from one holder to another — stock transfer form, board approval, register of members and the next confirmation statement.
  • Dormant company accounts — Accounts for a company that has had no significant accounting transactions in the financial year.

Issue of shares

£75 + VAT

No Companies House fee applies to this filing.
Ask us to handle it

Every fee is on the pricing page. Statutory fees are passed on at cost.

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Enquire

Issue of shares

Tell us the company number and what needs doing. If it is already late, say so — that changes the order things have to happen in, not whether we will help.

Issue of shares enquiry

Tell us what you are trying to do and we will reply with what is involved. No obligation, and we will say so plainly if what you need is not something we do.

Permanent once registered — it cannot be moved later.
We use what you send to reply to you, and we keep it for as long as we need to. See the privacy notice.

Start with the name.

Run it through the checker — statutory rules first, then the Companies House register — and we will tell you plainly what stands in the way. Nothing to pay to find out.

Check a company name