{"id":5331,"date":"2017-04-24T14:37:18","date_gmt":"2017-04-24T13:37:18","guid":{"rendered":"https:\/\/www.qualityformations.co.uk\/blog\/?p=5331"},"modified":"2023-10-19T14:23:52","modified_gmt":"2023-10-19T13:23:52","slug":"transfer-company-shares","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/transfer-company-shares\/","title":{"rendered":"How to transfer company shares"},"content":{"rendered":"
The transfer of company shares process is when a limited company shareholder<\/a> sells or gifts their shares to someone else. The recipient of these shares may be a new or existing shareholder. It is a very common procedure that arises for a variety of reasons, such as:<\/p>\n In many situations, it is straightforward to transfer your company shares<\/a> to someone else. You simply need to complete a Stock Transfer Form and then present it to the board for consideration. However, if there is more than one shareholder in your company, you should check the terms of the articles of association and any shareholders\u2019 agreement you may have. These documents sometimes contain restrictions on the transfer of shares.<\/p>\n A Stock Transfer Form is the standard document that must be completed to transfer company shares in a UK limited company<\/a>. For fully paid shares (i.e., when the current shareholder has paid the nominal value of his or her shares to the company), a J30 Stock Transfer Form should be used. For unpaid or partly paid shares, you will need to use form J10.<\/p>\n Issue shares in your company today - for only \u00a379.99<\/span><\/a>\n \n If no particular restrictions are present in the articles of association or shareholders\u2019 agreement, you can go ahead and complete a J30 Stock Transfer Form<\/a> with the following details:<\/p>\n You should complete certificate 1 if both of the following apply:<\/p>\n You do not have to tell HMRC about the transfer, but you must send the stock transfer form and the share certificate to Companies House. They will then issue an additional share certificate to you.<\/p>\n You should complete certificate 2 in the following situations:<\/p>\n There is no need to complete either certificate if there is no consideration (i.e., NIL) given for the shares or if you\u2019re claiming relief from Stamp Duty. If you are claiming a relief, you will need to send the completed stock transfer form and details of the relief you are claiming to HMRC for stamping.<\/p>\n Company shares \u2013 paid, unpaid and partly paid<\/span><\/a>\n \n Detailed guidance on Stamp Duty reliefs and exemptions<\/a>, including how to apply, is available from HMRC.<\/p>\n If the new shareholder is paying more than \u00a31,000 for the shares, the Stock Transfer Form must be stamped by HMRC. The new shareholder must pay 0.5% Stamp Duty on the total amount he or she pays for the shares.<\/p>\n The amount of Stamp Duty to be paid is based on the \u2018chargeable consideration\u2019 given for the shares. The new shareholder must pay Stamp Duty at the rate of 0.5% of the value of the chargeable consideration, rounded up to the nearest \u00a35. For example:<\/p>\n The completed Stock Transfer Form should be sent to HMRC for stamping within 30 days of the \u2018effective date\u2019 of the transfer. This is normally the date on which the form is signed.<\/p>\n You should also include a self-addressed envelope and any agreement and supporting documents if HMRC has given a formal opinion or adjudication on how much Stamp Duty should be paid.<\/p>\n The Stamp Duty must be paid before HMRC will send you the stamped documents. Any delayed payment may hold up the documents being sent to you.<\/p>\n Redesignation – a guide to converting your company shares<\/span><\/a>\n \n All being well, HMRC will deal with your Stock Transfer Form within 5 working days of receiving it. You should also allow approximately 10 days for the form to be returned to you by post. When you receive your stamped form back from HMRC, you will need to send it to Companies House<\/a>, along with the share certificate.<\/p>\n When the Stock Transfer Form has been completed and (where applicable) returned from HMRC after stamping and Stamp Duty payment, the company director should issue a share certificate to the new shareholder and record the transfer in the Register of Members (shareholders), which is normally kept at the company\u2019s registered office address.<\/p>\n To update the register, you must:<\/p>\n The company must retain a copy of all Stock Transfer Forms, share certificates, and any resolutions relating to the transfer of shares.<\/p>\n If the transfer of shares impacts the People with Significant Control (PSC) in the company, you must update your PSC register<\/a> within 14 days of the transfer going through. You must also update Companies House of the change in PSC within 28 days of the transfer.<\/p>\n Companies House should also be notified of any changes to shareholders or shares on the next Confirmation Statement.<\/p>\n You can wait until it\u2019s time to file your Confirmation Statement. Alternatively, you can update this information early if you want the transfer recorded on the official register immediately.<\/p>\n Set up a limited company using our Fully Inclusive Package<\/span><\/a>\n \n It is usually recommended to file a Confirmation Statement immediately if you are opening a bank account or contracting with any third party.<\/p>\n You should also tell Companies House of any changes to the PSC within 28 days of the transfer taking place. To do so, you must use Companies House forms PSC01-09.<\/p>\n The transferability of shares is an important feature of a private limited company because it facilitates flexibility of ownership and capital investment opportunities for small to medium businesses, many of which are family-owned and operated.<\/p>\n This philosophy is expressed well in Palmer\u2019s Company Law, which states:<\/p>\n \u201cIt is well settled that unless the articles<\/a> provide otherwise the shareholder has a free right to transfer to whom he will. It is not necessary to seek in the articles for a power to transfer, for the Act itself gives such a power. It’s only necessary to look to the articles to ascertain the restrictions, if any, upon it. Thus, a member has a right to transfer his shares to another person unless this right is clearly taken away by the articles\u201d.<\/p>\n It is the right of existing shareholders in a private limited company to add certain restrictions on the transfer of shares to ensure the company is managed appropriately and to secure their best interests at all times. For this reason, you can add tailored restrictions to your articles of association and shareholders agreement, including:<\/p>\n The right of pre-emption is the most common type of share transfer restriction included in the articles of association. This clause provides that existing members are given first refusal to purchase the available shares before they can be offered to anyone outside of the company.<\/p>\n The purpose of pre-emption rights is to ensure that the control of shares does not fall into the hands of any unsuitable or undesirable persons who may not have the company\u2019s best interests at heart or to protect the existing holdings of current shareholders.<\/p>\n Normally, the available shares are offered to existing members on a pro-rata basis (i.e., in relation to their current percentage of shareholdings).<\/p>\n If your company is not trading - save time and money on filing annual accounts<\/span><\/a>\n \n There are various types of pre-emption clauses that you can include in your company\u2019s articles, such as:<\/p>\n In many private limited companies, the board of directors has the default power to refuse a share transfer. However, this may not be ideal for some companies because it can have serious limitations for the owners (shareholders) of the business.<\/p>\n The most common setup is to include a clause in the articles of association and shareholders\u2019 agreement stating that no transfer of shares can be approved without the consent of all members or a majority of members.<\/p>\n Never miss another confirmation statement deadline<\/span><\/a>\n \n When a shareholder wishes to sell some or all of his\/her shares, the other members will be required to pass a resolution at a general meeting to approve the transfer, in accordance with the provisions in the articles and shareholders\u2019 agreement. Alternatively, shareholders can often simply write to the company individually to waive their right to pre-emption.<\/p>\n It is common for companies to include buy-back options in their articles, which dictate that any directors or employees who hold shares must transfer their shares back to the company when they leave. This is to ensure that only those directly involved in the business can be shareholders and that the company always retains control of who may be issued with shares.<\/p>\n Buy-backs, on the whole, are a more complicated affair than simple transfers, and companies seeking to undertake this should seek legal advice beforehand.<\/p>\n\n
Completing a Stock Transfer Form<\/h3>\n
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Certificate 1<\/h4>\n
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Certificate 2<\/h4>\n
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No certificate required<\/h4>\n
When Stamp Duty needs to be paid<\/h3>\n
Calculating Stamp Duty payment<\/h4>\n
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Getting your stock transfer form stamped<\/h4>\n
Recording share transfers<\/h3>\n
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Informing Companies House of share transfer<\/h4>\n
Restrictions on the transfer of shares<\/h3>\n
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Right of Pre-emption<\/h4>\n
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Director\u2019s power to authorise share transfers<\/h4>\n
Buy-back options<\/h4>\n
Our Share Transfer Service<\/h3>\n