5.01 Four returns of allotment for share-option exercises reached Companies House [n] to 74 days after the one-month period
UK Company C · an AIM-quoted scientific instruments group · Compliance or disclosure gap
In brief
When shares are allotted, the Companies Act 2006 requires a return of the allotment to reach the registrar within one month. The Companies House record shows that the returns for option exercises allotted on 1 and [date] and on [n] and [date] were received [n] and 73 days after that month had run out. The allotments themselves are real and dated correctly: the monthly total voting rights announcements and the 2025 share-capital note count the shares in issue at once; only the filing was late.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 92; Annual Report 2025, page 55. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
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 [date] (allotment [date]: 10 days late), [date] (allotment [date]: 45 days late) and [date] (allotments [date] and [date]: [n] and 73 days late). | What the rule requires Each return delivered within one month of the allotment (by [date], [date], [date] and [date]), as the other returns of 2024 and 2025 were. |
The rule
Companies Act 2006 section 555(2)
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.
Companies Act 2006 section 557(1) and (3)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
an offence is committed by every officer of the company who is in default
Why it applies here: the four late returns cluster around two periods (the [date] exercises, and the [date] exercises during the Chief Executive transition), which points to a process gap rather than a one-off.
Why it matters
- A return delivered late is an offence by every officer in default.
- The public register understated the issued share capital after each allotment, although the market announcements were correct.
A return of allotment delivered late is an offence by every officer in default (a fine, with a daily default fine for continued contravention). The public register understated the issued share capital for up to three and a half months after each allotment, although the market announcements were correct.
Exposure
Prosecution for late returns of allotment is rare; the realistic consequence is a registrar warning. The court may extend the time on application (section 557(3)). No civil late-filing penalty attaches to a return of allotment.
Our workings
each return (form SH01) is an electronic filing that prints the date Companies House received it ('[wording masked]') and the allotment date. The four returns show allotments of [n] shares on [date], [n] shares on [date], [n] shares on [date] and [n] shares on [date], received [date], [date], [date] and [date]. The total voting rights announcement of [date] already counts [n] shares in issue at [date], and that of [date] counts [n] at [date], so the shares were issued on the dates the returns give. The 2025 share-capital note records [n] option shares allotted on [n] occasions; the remuneration report records the [date] exercise of [n] options at [amount].
the one-month period ends on the corresponding date of the next month; days late are counted from that date to the receipt date (workings). Every other return of allotment filed in 2024 and 2025 was received within the month, so the record is otherwise prompt.
| Allotment (shares) | One month ends | Received | Days late |
|---|---|---|---|
| [date] ([n]) | [date] | [date] | [date] - [date] = [n] |
| [date] ([n]) | [date] | [date] | [date] - [date] = [n] |
| [date] ([n]) | [date] | [date] | [date] - [date] = [n] |
| [date] ([n]) | [date] | [date] | [date] - [date] = [n] |
| Date | Statement of capital (GBP) | Shares | Total voting rights announcement |
|---|---|---|---|
| after [date] allotment | [n] / [n] = [n] | [n] | [n] at [date] |
| after [date] allotment | [n] / [n] = [n] | [n] | [n] at [date] |
Management’s best defence, and our reply
The company can say the allotments were announced to the market at once through the total voting rights announcements and the block-listing returns, so no investor was misled, and the four late returns are minor administrative slips among the many returns filed on time; the [date] exercises fell in a busy period of Board succession. It may also say a court would grant relief under section 557(3) for an inadvertent delay. The answer: section 555(2) sets a fixed one-month period with no exception for market disclosure, the receipt dates are printed by Companies House on each form, and the same delay recurred in two separate periods, so the point stands as a filing defect, of low severity.
The fix
- Put the return of allotment on the option-exercise checklist with a one-month diary date (the total voting rights announcement and the return can be prepared together), and record in the 2026 directors' report process notes that returns are filed at each exercise.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Return for the [date] allotment received [date] | Document | |
| 2 | Allotment date [date] ([n] shares) | Document | |
| 3 | Return for the [date] allotment received [date] | Document | |
| 4 | Allotment date [date] ([n] shares) | Document | |
| 5 | Return for the [date] allotment received [date] | Document | |
| 6 | Allotment date [date] ([n] shares) | Document | |
| 7 | Return for the [date] allotment received [date] | Document | |
| 8 | Allotment date [date] ([n] shares) | Document | |
| 9 | The [date] allotments were in issue by [date] | Document | |
| 10 | The [date] allotments were in issue by [date] | Document | |
| 11 | The 2025 report records the option allotments made during the year | Document | Annual Report 2025, page 92 |
| 12 | The report records the [date] exercise whose return was filed on [date] | Document | Annual Report 2025, page 55 |
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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