Transfer of Shares
Overview
Use these documents when an existing shareholder wishes to transfer their shares to another person (e.g., selling their stake or gifting shares to a spouse). Unlike issuing new shares, this does not increase the total number of shares in the company; it simply changes who owns them.
When to use these documents
- Stock Transfer Forms: The standard legal instrument (Form J30) used to transfer ownership.
- Board Approvals: Directors generally have the right to refuse a transfer (under the Articles). These minutes record their formal approval to update the Register of Members.
- Refusal: If the directors refuse to register a transfer, they must give the transferee notice (s771 CA 2006).
Compliance and Legal Framework
- Stamp Duty: If the consideration (payment) for the shares is over £1,000, the Stock Transfer Form must be sent to HMRC for stamping and Stamp Duty paid (usually 0.5%).
- Updates: The transfer is not legally complete until the company enters the new owner's name in the Register of Members.
- PSC Register: If the transfer results in someone holding more than 25% of the shares, you must update the PSC Register and file form PSC01/PSC02 with Companies House.
- Board Minutes - Approval of Share Transfer
- Stock Transfer Form (Form J30 Fully Paid Shares)
- Stock Transfer (Or Share Transfer) Form
- J10 Stock Transfer Form Template (Unpaid or Partly Paid)
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