5.05 Most returns of share allotments reached Companies House after the one-month limit, in both years
UK Company A · a UK-listed medical technology group · Compliance or disclosure gap
In brief
When the company issues new shares (here, small allotments to satisfy employee share options), it must send a return of allotment to Companies House within one month. Of the eleven allotments returned between [date] and [date], seven returns carry a receipt stamp after the one-month period: four for allotments made in 2024 (plus one made in [date] and filed in 2024) and two of the three made in 2025, by 5 to 61 days.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Returns of allotment received late on the Companies House stamp: allotments of [date] (55 days late), [date] ([n]), [date] ([n]), [date] ([n]), [date] (5), [date] ([n]) and [date] ([n]); also [date] ([n]) after the report. | What the rule requires Each return of allotment delivered to Companies House within one month of the allotment (for the [date] allotment, by [date]). |
What we checked: All [n] returns of allotment filed from [date] opened; allotment dates taken from the register entry and the form, receipt stamps read on the page images.
The rule
Companies Act 2006, section 555(2); section 557(1)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
The company must, within one month of making an allotment of shares, deliver to the registrar for registration a return of the allotment.
Why it matters
- For weeks at a time the public register's statement of capital did not reflect shares already issued.
- The repetition in both years points to a process that waits for a batch before filing.
For weeks at a time the public register's statement of capital did not reflect shares already issued. Each late return is a default under section 557 by every officer in default.
Exposure
Offence by every officer in default under section 557(1)-(2): a fine. Prosecution is unlikely for small share-plan allotments; the court may extend time on application under section 557(3).
Our workings
FACT: Companies House holds eleven returns of allotment (form SH01) filed since [date], each for a small allotment of ordinary shares on the exercise of employee share options (the share capital note records the share options in each year). Each paper form carries the Companies House barcode receipt stamp. COMPUTATION: section 555(2) allows one month from the allotment; the receipt stamps fall 5 to 61 days after that month on seven of the eleven returns (workings); three returns were on time, and one ([date]) was on time after the report. INFERENCE: the allotments are small and the statement of capital on each return is otherwise complete, so the defect is timing, not content; the repetition in both years points to a process that waits for a batch before filing. What would change it: an earlier return for the same allotment, or a court order extending time under section 557(3), neither of which is on the register.
| Allotment date | Last day (one month) | Received (stamp) | Days after last day |
|---|---|---|---|
| [date] | [date] | [date] | [n] |
| [date] | [date] | [date] | [n] |
| [date] | [date] | [date] | [n] |
| [date] | [date] | [date] | [n] |
| [date] | [date] | [date] | 5 |
| [date] | [date] | [date] | on time |
| [date] | [date] | [date] | on time |
| [date] | [date] | [date] | [n] |
| [date] | [date] | [date] | [n] |
| [date] | [date] | [date] | [n] (after the report) |
| [date] | [date] | [date] | on time (after the report) |
Management’s best defence, and our reply
The company may say that the allotments are tiny exercises of employee options, that the block listing returns and total voting rights announcements kept the market informed, and that the statement of capital on each return is complete. It may add that several returns were only days late. However, section 555(2) has no materiality threshold and no extension other than a court order, and the delays reached 61 days and recur in both years under review and again in 2026, which points to a process gap rather than an isolated slip.
The fix
- File each return of allotment within one month of the allotment (online filing, monthly for share-plan exercises), and add the date to the share-plan administration calendar.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Register entry for the return of the [date] allotment | Document | |
| 2 | Receipt stamp [date] on that return; allotment date boxes read [date] on the image | Document | |
| 3 | Register entry for the return of the [date] allotment | Document | |
| 4 | Receipt stamp [date] on that return | Document | |
| 5 | Register entry for the return of the [date] allotment | Document | |
| 6 | Receipt stamp [date] on that return (61 days after the one-month period) | Document |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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