Shares can be cancelled either as part of a share capital reduction or following a purchase of own shares. See the relevant guides for each process. Each scenario has its own benefits and use cases, but we can't advise on which approach to take.
This guide is for limited companies cancelling or repaying shares, if you are looking to create an SH19 for another type of company or reason please see the guides below.
- SH19 Overview
- SH19 for PLC Companies wanting to cancel or repay shares
- SH19 For Limited Companies reducing the amount unpaid or the nominal value.
- SH19 For PLC Companies wanting to reduce the amount unpaid or the nominal value for shares.
1. The first thing you need to do is click on the Share reorganisation button, this can be found on the Share class's tab.
You will then need to select the Share capital reduction.
2. Next, you will need to enter the date of the reduction. Confirm if a court order was obtained if applicable.
Note: Do not proceed unless the directors have given a statement of solvency and the share holders have passed a special resolution.
3. Now you will choose the option of Cancelling/repaying shares. Then enter the amount of shares cancelled/repaid and the amount.
Note: If the reduction was a combination of cancelling/repaying the shares and reducing the nominal value of the share class you will need to complete the wizard once for each method.
4. Before submitting the action you will be asked if approval is required, this allows you to create a summary document to be approved prior to creating the Companies House form.
Note: The approval feature is only available to subscribers of the software. What are the benefits of subscribing to Inform Direct? Pay as you go users will skip straight to the step below.
Note: Once pending, the approval for the action can be completed from the company dashboard tab.
5. On the summary page you will see all the details you have entered, before the documentation is created.
5. The SH19 will then be created once the details have been confirmed.
You can also choose to create additional documentation if you wish
- Board minutes for recommending share capital reduction supported by a solvency statement
- Directors compliance statement for share capital reduction
- Directors solvency statement
- Shareholders' resolution to approve share capital reduction via a meeting
- written shareholders' resolution to approve a share capital reduction
Inform Direct cannot submit SH19 forms directly to Companies House. You must sign and send the form and supporting documents to Companies House by post or upload them via the Companies House online service. A fee is payable to Companies House to reduce the share capital by Court Order or by Solvency Statement.
Note: Following any share reorganisation it is often helpful to file a confirmation statement to provide an updated shareholder list to Companies House. Why might I file a Confirmation Statement early?