{"id":10144,"date":"2023-05-23T20:46:49","date_gmt":"2023-05-23T19:46:49","guid":{"rendered":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/?p=10144"},"modified":"2024-04-25T11:44:13","modified_gmt":"2024-04-25T10:44:13","slug":"transfer-shares-to-spouse","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/transfer-shares-to-spouse\/","title":{"rendered":"Can I transfer shares to my spouse?"},"content":{"rendered":"
As the owner or part-owner of a private company limited by shares, there may come a time when you want to transfer some of your shares in the company to your husband, wife, or civil partner. Here, we\u2019ll answer whether or not you can do this, look at why you would want to do this, and cover the key consideration you should bear in mind before doing it.<\/p>\n
Yes, there is nothing written in company law that prohibits shareholders (the owners of a limited company) from transferring their shares to a spouse. In fact, shares can be transferred to anyone, even children.<\/p>\n
The only potential stumbling blocks that you may encounter are the articles of association, the shareholders\u2019 agreement, and your fellow directors and shareholders. Let\u2019s explore this in more detail.<\/p>\n
This is the internal company document that provides the steer for how the company is going to be run.<\/p>\n
It is possible that the articles of association for a company restrict the movement of shares between spouses.<\/p>\n
The majority of companies formed in the UK are done so using the Model articles of association<\/a>. This is a general version of the document that is appropriate for the majority of companies. The Model articles of association do not include anything that prohibits the transfer of shares between spouses.<\/p>\n\t\t However, it is possible to form a company using an amended version of the articles of association or even a wholly rewritten version – that does impose restrictions on how a shareholder\u2019s shares are handled.<\/p>\n You\u2019ll probably know what version of the articles of association your company was formed with, but if you\u2019re unsure, we recommend checking. If your company was formed by Quality Company Formations, you can view the full document from your Client Portal<\/a>. Otherwise, you can access the document using the Companies House \u2018Search the register\u2019<\/a> system.<\/p>\n While the articles of association are focused on the relationship between shareholders and officers (directors and secretaries) to the company, the shareholders\u2019 agreement – as the name would suggest – hones in on the relationship of a company\u2019s shareholders.<\/p>\n Unlike the articles of association, a company does not need a shareholders\u2019 agreement in place. However, when shareholders have agreed to its implementation, it forms a legally binding contract. This can be vital, as well as simply useful if shareholder disputes ever do arise.<\/p>\n When a shareholders\u2019 agreement has been used, it could include rules on how shares are transferred, including restrictions on transfers between spouses.<\/p>\n If your company has a shareholders\u2019 agreement, you should check this document to see if there are any restrictions.<\/p>\n If you\u2019re currently running your business as sole director and shareholder, it\u2019s unlikely that your articles of association prohibit the transfer of shares to a spouse, and you probably won\u2019t have a shareholders\u2019 agreement in place.<\/p>\n In this instance, it\u2019s ultimately up to you who you give or sell company shares to – if anyone.<\/p>\n However, if you are running the company alongside other directors and shareholders, they can veto who you transfer shares to, even if there are no restrictions in the articles of association or shareholders\u2019 agreement (if one has been used).<\/p>\n Any share transfer must be approved by the directors and shareholders at a meeting<\/a>, or via written board resolution<\/a>.<\/p>\n There are a number of reasons why someone may transfer company shares to their husband, wife, or civil partner.<\/p>\n Whilst it\u2019s not as obvious or long-term as passing shares on to a next of kin, transferring shares to a spouse provides an element of succession planning.<\/p>\n This is particularly resonant if the shareholder making the transfer is going through a period of ill-health, and wishes to ensure some control of the company stays within the family – if they become incapacitated, or die.<\/p>\n The incoming spouse may possess a number of talents that could genuinely help the business achieve success.<\/p>\n This could be a very particular skill that will come in handy, a general outlook that could benefit the business, or maybe a healthy contacts book.<\/p>\n A trusted individual who can help the business should be welcomed, and who\u2019s more trusted than a spouse?<\/p>\n By transferring shares to a spouse, a shareholder is sharing any dividends that are issued.<\/p>\n2. The shareholders\u2019 agreement<\/h4>\n
3. Fellow directors and shareholders<\/h4>\n
Why transfer shares to a spouse?<\/h3>\n
Planning for the future<\/h4>\n
For the betterment of the company<\/h4>\n
Dividend spread<\/h4>\n