Expert Support for Legally Compliant, Investor-Ready Share Issuance in the UK

New share issuance is one of the most powerful corporate actions a company can take. It shapes ownership, determines investor rights, influences decision-making, affects company valuation, and impacts long-term financial stability. Whether issuing shares to raise capital, onboard co-founders, reward employees, restructure ownership, or meet investor requirements, it must be done with absolute care and full legal compliance.

In the UK, issuing new shares involves far more than simply “adding someone to the shareholder list.” It requires strategic planning, legal precision, governance consistency, accurate documentation, and statutory filings. A single mistake — such as incorrect valuation, wrong share class, missing resolutions, or late filings — can cause serious issues including disputes, invalid shares, penalties, and loss of investor trust.

Audit Consulting Group provides a comprehensive and highly detailed new share issuance service designed to protect the company, its directors, and its shareholders. We handle everything from valuation guidance and resolution drafting to allotment documentation, register updates, and issuance of share certificates. Every step is carefully aligned with the Companies Act 2006, your Articles of Association, shareholder agreements, and investor expectations.

Why Proper Share Issuance Matters

Issuing shares may seem like a straightforward process, but in reality it affects every element of the company’s structure. When done properly, it can strengthen governance, attract investment, and support long-term growth. When done incorrectly, it can lead to compliance failures, disputes, or financial risk.

Proper share issuance ensures:

Clear and Legally Recognised Ownership

Every shareholder’s position is formally established and protected.

Investor Confidence

Professionally executed issuance is essential for gaining trust from angel investors, venture capital firms, and strategic partners.

Full Corporate Governance Compliance

Issuance must follow rules set in:
• The Companies Act 2006
• Your Articles of Association
• Existing shareholder agreements
• Pre-emption rights
• Funding agreement terms

Prevention of Future Disputes

Correct procedures and documentation minimise challenges over ownership, valuation, voting rights, and dividends.

Accurate Company Valuation

New shares directly affect company value and shareholder dilution.

Avoidance of Penalties

Companies House and HMRC impose penalties for incorrect or late filings.

Transparent Ownership Records

Share issuance becomes part of the company’s permanent corporate record.

What’s Included in Our New Share Issuance Service

Our service covers every step in the process, ensuring nothing is missed and the company remains fully compliant.

Initial Consultation and Structure Analysis

We begin with a comprehensive review of:
• business goals
• investor expectations
• existing ownership structure
• Articles of Association
• shareholder agreements
• strategic aims of issuance

We ensure the planned issuance aligns with both legal requirements and long-term direction.

Review of Articles of Association

Your Articles define:
• restrictions on issuing new shares
• available share classes
• director powers
• pre-emption rights
• shareholder approval levels

We confirm whether amendments or resolutions are required.

Pre-emption Rights Compliance

The law requires offering new shares to existing shareholders first unless waived. We prepare:
• pre-emption notices
• waiver documentation
• shareholder confirmations

This protects the company from claims of unfair dilution.

Share Class and Rights Review

Different share classes may include:
• voting rights
• dividend rights
• conversion rights
• liquidation preferences
• employee-friendly structures

We help you determine the appropriate class for new shares.

Share Valuation Guidance

We provide practical guidance on valuation considerations, methods, and documentation — critical for:
• investor clarity
• employee share schemes
• tax implications
• fair ownership distribution

Board and Shareholder Resolutions

We draft legally compliant resolutions including:
• board minutes for issuance
• written resolutions
• special or ordinary resolutions if required
• authority to issue new shares

Every company action must be formally authorised.

Preparation of SH01 Allotment Form

We complete and file the statutory allotment form with Companies House, ensuring:
• accurate share numbers
• correct nominal value
• proper share class coding
• correct aggregated amounts

This filing is time-sensitive and essential.

Issue of Share Certificates

We prepare professional, fully compliant certificates including:
• certificate number
• shareholder name
• number and class of shares
• nominal value
• signatures
• date of issuance

Both digital and physical formats are available.

Update of the Register of Members

This statutory register is the legal proof of ownership and must reflect:
• new members
• updated holdings
• certificate details
• allotment data

We handle all updates accurately.

Cap Table Update

We update your share capital summary to reflect:
• new ownership percentages
• dilution impact
• share class distribution
• investor positions

Useful for investors, accountants, and auditors.

Communication With Stakeholders

We prepare clear communications for:
• shareholders
• investors
• directors
• advisors
• legal representatives

Transparent communication prevents confusion and maintains trust.

Guidance on Post-Issuance Requirements

After shares are issued, companies often need:
• updated Articles
• shareholder agreements
• investor agreements
• EMI / employee scheme adjustments
• tax filings

We provide ongoing support for every step.

Who Needs New Share Issuance Services?

Startups Bringing in Co-Founders – Equity distribution is one of the most sensitive aspects of early-stage business formation. Proper issuance prevents future conflict.

Companies Raising Investment – Investors require professionally executed issuance to ensure their ownership is properly recorded.

SMEs Restructuring Ownership – Whether adding partners or shifting control, the process must be documented correctly.

Employee Share Schemes – New shares for incentive plans require precise documentation and governance.

Family Businesses – Issuing shares to family members must follow legal rules to avoid inheritance or control disputes.

Businesses Correcting Previous Mistakes – Many companies discover missing forms, unissued certificates, or inaccurate registers — all of which we can fix.

The Benefits of Professional Share Issuance

Legal Security – Every share is properly documented and defensible in case of disputes.

Investor Readiness – Professional issuance is essential for fundraising, due diligence, and acquisition.

Total Compliance – All filings, registers, and certificates are updated on time and correctly.

Financial Clarity – Share capital is clearly defined and aligned with company goals.

Governance Strength – Clear ownership prevents power struggles, confusion, and operational issues.

Reduced Director Liability – Incorrect issuance can create personal legal exposure for directors — we protect them from risk.

Real Client Reviews

James Fletcher — Founder, Apex Data Systems

“ACG handled our entire investment round flawlessly. The share issuance was precise, fast, and fully compliant. Their guidance during the process was invaluable. Excellent team.”

Maria Thompson — Managing Director, Green Horizons UK

“We issued shares to new partners and needed everything done correctly. ACG exceeded expectations. They were thorough, careful, and highly professional.”

Victor Novelli — Investor & Board Member

“As an investor, I expect perfect documentation. ACG provided exactly that. Their work on our share issuance and supporting documents was outstanding.”

Case Studies

Tech Startup Preparing for Seed Funding

A growing tech company needed to issue shares to two new investors. ACG managed:
• pre-emption procedures
• investor documentation
• SH01 filing
• certificate issuance
• governance alignment
• cap table restructuring

The company secured funding without delays.

Family-Owned Retail Business Restructuring Control

A family business transitioned shares from the founders to the next generation. ACG ensured:
• accurate allotment
• proper valuation support
• conflict-free distribution
• updated registers
• new certificates

The transition was smooth and legally robust.

SME Employee Reward Scheme

A digital agency wanted to grant shares to senior staff. ACG provided:
• advisory
• board resolutions
• certificate issuance
• EMI-compatible guidance
• statutory filings

Employees gained ownership, boosting long-term motivation.

FAQ

What is the legal deadline for filing new share allotments?

Companies must file the SH01 form with Companies House within a strict timeframe. Late filings may cause compliance concerns.

Can shares be issued without shareholder approval?

Not usually. It depends on the Articles and prior resolutions. Our team verifies the correct approval process.

Do directors or shareholders decide on new issuance?

Both may be involved, depending on the structure. We outline the correct governance workflow for your company.

How does new share issuance affect valuation?

Issuance changes ownership percentages and can impact the perceived value of the company. We provide clear guidance.

Can I issue shares at a premium?

Yes. Many companies do this when raising investment. It must be recorded correctly.

Can ACG help with correcting past issuance errors?

Absolutely. We regularly fix historical mistakes such as missing certificates, incorrect registers, or unfiled forms.

Do employees need special documentation for share issuance?

Yes — especially for EMI or growth share schemes. We handle this.

Will issuance dilute existing shareholders?

Yes, unless structured otherwise. We advise on fair dilution strategies.

Contact Audit Consulting Group

For accurate, compliant, and professionally managed new share issuance, Audit Consulting Group provides a complete, end-to-end service designed to protect your company and support long-term growth.

Call us today at +44 7386 212550
Request a consultation
Audit Consulting Group — Your trusted partner in corporate governance, compliance, and company growth.