Issuing and Transferring Shares
Issuing and transferring shares is at the core of how ownership in a private limited company changes over time. Whether you are bringing in new investment by issuing shares or moving existing shares between people, you must follow the procedures in the Companies Act 2006 so that decisions, paperwork and filings are all in order.
These templates help you document the necessary board and shareholder approvals, carry out the allotment or transfer, and deal with the associated filings at Companies House.
Note: If you are looking to perform a Share Buyback (company purchasing its own shares) or a Reduction of Capital, please refer to the Making Changes to Share Capital collection.
How Are These Templates Organised?
Allotment & Issue of Shares (New Shares) To help you navigate the legal differences between creating new shares and moving existing ones, we have categorised the documents as follows:
- Guidance and Compliance: Step-by-step guides on how to allot shares, including the critical "Pre-emption Rights" checks.
- Approvals: Board minutes to approve the allotment and Shareholder Resolutions (s551) to grant directors the authority to allot.
- Issuing: Letters of application, allotment letters, and the Form SH01 (Return of Allotment) filing instructions.
- Waivers: Resolutions to disapply statutory pre-emption rights (s569/s570) so you can bring in new investors without offering shares to existing members first.
Transfer of Shares (Existing Shares) These documents deal with the movement of existing shares between shareholders or third parties.
- Transfer Forms: The standard Stock Transfer Form (J30) for fully paid shares, and the J10 form for nil/partly paid shares.
- Board Approval: Board minutes required to approve the transfer and authorise the update of the Register of Members.
- Refusal: Notices for when directors exercise their right to refuse a transfer under the Articles.
- Important Note: Share transfers for value over £1,000 generally attract Stamp Duty. The Stock Transfer Form must be stamped by HMRC before the company can register the new owner.
What Filing Rule Should You Be Aware Of?
❗ From 13 March 2023, Companies House no longer accepts a set of minutes with an embedded resolution as the filed resolution. Where a resolution is required to be filed under the Companies Act (for example, an authority to allot shares), a separate copy of the resolution itself must be filed, not just the minutes.
When Would You Use The Bonus Share Templates?
Issuing Bonus Shares
For issuing free shares to existing members using company profits. A "Bonus Issue" (or capitalisation/scrip issue) turns the company's accumulated profits into share capital. Instead of receiving a cash dividend, shareholders receive new fully paid-up shares.
- Includes: Guidance notes, Board Minutes (for simple issues or those requiring approval), and the Shareholders’ Ordinary Resolution to authorise the capitalisation.
- Note: We have not considered potential tax or accounting implications. You should seek independent advice to ensure you have sufficient distributable reserves.
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