Issuing and Transferring Shares
Overview
This section provides the documents required to handle the routine lifecycle of shares in a private limited company. Whether you are bringing in new investment (issuing new shares) or moving existing shares between parties (transferring shares), strict procedural rules apply under the Companies Act 2006.
These templates allow you to document the necessary board and shareholder approvals, execute the transfers or allotments, and ensure the correct filings are made with 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.
Scope of these resources To help you navigate the legal differences between creating new shares and moving existing ones, we have categorised the documents as follows:
Allotment & Issue of Shares (New Shares)
- 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)
- 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.
N.B. From 13 March 2023, Companies House no longer accepts a set of minutes which have a resolution embedded within them. A company will instead need to file a separate copy of the resolution in circumstances where a resolution was required to be filed under the Companies Act (e.g., Authority to Allot).
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.
Please view the full list of the choice of templates for Issuing and Transferring Shares below:
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