Board minutes approving a transfer of shares
Sole director resolution approving a transfer of shares
There is a set transfer procedure to follow when a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. sells their Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , whether voluntarily (eg if exiting the A private company limited by shares incorporated and registered in England and Wales. or restructuring) or involuntarily (eg if the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. is a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. and their contract says they must sell their Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. if they are removed from office).
For the process to follow in the event of a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. sale (or gift) see Q&A 5.
In a few exceptional cases it is possible for Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. to change hands without a sale taking place, in which case the set transfer procedure is not followed. For example, an individual In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.'s Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. transfer automatically to their An executor, administrator or other individual who is legally responsible for managing a person's property after they die. when they die, or to their A person to whom the assets and rights of a bankrupt are transferred, so that they can be managed and sold off to pay the bankrupt's creditors. if they become Bankruptcy is a legal status of a person or other entity that cannot repay debts to creditors. Bankruptcy is imposed by a court order, often initiated by the debtor.. This is known as transmission of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. ; see Q&A 7 for the process to follow in those circumstances.
A stock transfer form is a short legal document used to transfer Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. . You do not need a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement or A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. sale agreement to make a transfer (see Q&A 4). There is no universal template for a stock transfer form, and the format can vary slightly depending on the template used. For an example of a commonly used style, see Blank stock transfer form.
Whatever the format and layout, a stock transfer form should always include:
details of the buyer and seller of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. ;
the number and type of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. being transferred;
the agreed price for the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. ; and
the date of the transfer.
Once completed, a stock transfer form needs to be signed by the seller of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. to give legal effect to a transfer. For guidance on completing a stock transfer form, see Q&A 8 and for guidance on the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. process generally see Q&A 5.
A A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement is a contract between a buyer and seller setting out the agreed legal terms for a The process used to change the legal ownership of shares, where the shares are sold or given as a gift.. Unlike a stock transfer form (see Q&A 2), which is only formed of two pages, a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement is a longer and more complex legal agreement.
There is no requirement for the seller and buyer of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. use a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement in order to transfer Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. . All that is required to transfer Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. is a stock transfer form signed by the seller. For further guidance, see Q&A 4.
The terms of a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement will typically include some or all of the following:
legal steps and obligations that the seller and buyer must perform on completion of the sale;
restrictions on a seller from competing with the A private company limited by shares incorporated and registered in England and Wales. after completion of the sale, or from soliciting Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer., customers or suppliers from the A private company limited by shares incorporated and registered in England and Wales. ;
personal Promises or assurances in a contract.from the seller to the buyer about the A private company limited by shares incorporated and registered in England and Wales. and its business; and
limits on the seller's potential liability to the buyer after completion of the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift..
As the obligations in a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement are personal to the parties, it is not advisable for a seller (or indeed a buyer) to enter into such an agreement without first obtaining expert legal advice. For access to a lawyer in a few simple steps, you can use our Ask a Lawyer service.
From a legal perspective, no. A A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement is not required to give legal effect to a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift.. All that is required is a stock transfer form signed by the seller (see Q&A 2 and Q&A 5).
Nevertheless, in some cases a buyer and seller may want additional legal terms to apply to the The process used to change the legal ownership of shares, where the shares are sold or given as a gift.. This is particularly true where a large stake, or entire ownership, of a A private company limited by shares incorporated and registered in England and Wales. is being transferred. In such cases, as the buyer is acquiring a majority stake or full ownership of a A private company limited by shares incorporated and registered in England and Wales. , they may want additional comfort from a seller regarding the state of the business that they are buying. In return, a seller may want some protection and limits on their potential liability to the buyer following completion of the transfer. Entering into a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement can help the parties to achieve these aims.
Ultimately, it is for the buyer and seller to decide whether a separate A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement is necessary or desirable in their circumstances. As the obligations in a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement are personal to the parties, it is not advisable for a seller or buyer to enter into such an agreement without first obtaining expert legal advice. For access to a lawyer in a few simple steps, you can use our Ask a Lawyer service.
For more detailed guidance on the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. process, see Q&A 5.
In order to transfer Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , you should:
Check your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association and any An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run.
The freedom of your A private company limited by shares incorporated and registered in England and Wales. 's In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. to transfer their Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. might be limited by your Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. or by agreement.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., they do not contain any restrictions about who can be a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company..
If your A private company limited by shares incorporated and registered in England and Wales. has bespoke Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares., it is common for them to contain restrictions on The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. (eg to minors or bankrupts) or require any one In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. to offer their Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. to the others first, before selling them outside the A private company limited by shares incorporated and registered in England and Wales. ((1) (Shares) A pre-emption right gives existing shareholders the right to be offered shares first before shares are offered to new investors. (2) (Property) A right to buy property from the owner before anyone else can.).
If desired, negotiate and agree the terms of a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement
This agreement is entirely optional. It will only be relevant if there are specific legal terms that you want to attach to the The process used to change the legal ownership of shares, where the shares are sold or given as a gift. (see Q&A 3 and Q&A 4).
If you want one, you will need the help of a lawyer to negotiate and agree the terms of a A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
Fill in a stock transfer form
For it to have legal effect, the parties need to properly document the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift.. A stock transfer form completed by the transferor is the best way to do this. See Q&A 8 for help filling in the form. Note, even if you are entering into a separate A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase agreement, you still need to fill in and sign a stock transfer form.
The transferee pays the purchase price (if any) to the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.
In exchange for any agreed payment, the transferring In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. gives the person to whom the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. are being transferred the completed stock transfer form and the existing A certificate which a shareholder in a company is entitled to receive evidencing ownership of the shares they hold. (s).
Pay any stamp duty within 30 days of the stock transfer form being signed and dated
Stamp duty is payable if the price for the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. is more than £1,000, unless certain exemptions apply.
Usually a buyer of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. is responsible for paying stamp duty. It is charged at 0.5% of the total price and rounded up to the nearest £5. For example, if £2,500 is paid for Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , stamp duty will be £15, because 0.5% of £2,500 is £12.50, which is rounded up to the nearest £5, ie £15. If stamp duty is not payable, the second page of the stock transfer form should be completed (see Q&A 8 for further guidance).
Stamp duty should be paid no later than 30 days after the stock transfer form was signed and dated. After this time, interest and penalties for late payment can be charged. Stamp duty is paid by sending a copy of your stock transfer form to HMRC and paying the amount due by bank transfer, BACS or CHAPS.
More specific guidance on stamp duty, and the exemptions to stamp duty, are beyond the scope of this service. If you are unsure about whether stamp duty is payable, you should seek separate tax advice or contact His Majesty’s Revenue and Customs. The government authority which oversees tax and customs..
Approval (or refusal) of the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. by your A private company limited by shares incorporated and registered in England and Wales. 's A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.
After His Majesty’s Revenue and Customs. The government authority which oversees tax and customs. have confirmed payment of stamp duty (or the certificate is completed to confirm no stamp duty is payable), the stock transfer form should be sent to your A private company limited by shares incorporated and registered in England and Wales. along with the His Majesty’s Revenue and Customs. The government authority which oversees tax and customs. confirmation and any other relevant documentation such as the transferring In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.'s original A certificate which a shareholder in a company is entitled to receive evidencing ownership of the shares they hold. . Your A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.must review the documentation to check all is in order and decide whether to approve or refuse the transfer. In most cases, this is a formality.
See Q&A 9 for what your A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company. should consider when deciding to approve the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift.. They must respond within two months of receipt of the stock transfer form by either registering the The process used to change the legal ownership of shares, where the shares are sold or given as a gift. (see Q&A 10) or notifying the buyer of a refusal, giving reasons (see Q&A 11). Failure to respond in time is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine.
Update your A private company limited by shares incorporated and registered in England and Wales. 's A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.
Once your A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company. has reviewed and approved a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift., your A private company limited by shares incorporated and registered in England and Wales. needs to give legal effect to it by updating its A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., cancelling the transferring In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.'s old certificate and issuing a new certificate to the transferee.
The A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. must be updated as soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. after the transfer is approved. It is a criminal offence committed by your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault to fail to keep your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. up to date, punishable by a fine. For guidance on how to update your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., see Keeping a register of members.
Check whether the transfer changes the Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. of your A private company limited by shares incorporated and registered in England and Wales. (PSCs)
After any The process used to change the legal ownership of shares, where the shares are sold or given as a gift., you must check whether the transfer affects who has significant control of your A private company limited by shares incorporated and registered in England and Wales. – for example, if the transfer increases an individual's total shareholding to over 25% (or indeed reduces it to below 25%).
See How to identify and notify people with significant control of a company (PSCs) for guidance on how to identify the Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. (PSCs) in respect of your A private company limited by shares incorporated and registered in England and Wales. , together with templates of the correspondence you might need to use in order to confirm their details.
If a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. affects who has significant control of your A private company limited by shares incorporated and registered in England and Wales. , you must take the steps described in Q&A 6 as soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. after the transfer is completed. If a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. does not affect who has significant control of your A private company limited by shares incorporated and registered in England and Wales. , there are no additional steps to take here.
Our Share Transfer Toolkit sets out the process to follow in order to transfer Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. and contains all the documents a A private company limited by shares incorporated and registered in England and Wales. will need to properly approve and register a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift..
If a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. affects who has significant control of your A private company limited by shares incorporated and registered in England and Wales. (for example, by increasing an individual's total shareholding to over 25% or reducing it to below 25%), you will need to make updates to your The register of people with significant control that a company is required to keep under the Companies Act 2006. and notify The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. accordingly.
The specific steps you must take will depend on the nature of the change as a result of the transfer. The most common examples are set out below:
If as a result of a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. the transferee becomes a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., you must add their details to your The register of people with significant control that a company is required to keep under the Companies Act 2006. as soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. and give notice to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. using form PSC01.
If the transferee was already a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. but the transfer has changed the nature of their control over your A private company limited by shares incorporated and registered in England and Wales. (for instance increasing their total shareholding from 40% to 60%), you must amend their details in your The register of people with significant control that a company is required to keep under the Companies Act 2006. as soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. and give notice to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. using form PSC04.
If the transferor was already a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. but the transfer has changed the nature of their control over the A private company limited by shares incorporated and registered in England and Wales. (for instance reducing their total shareholding from 60% to 40%), you must amend their details in your The register of people with significant control that a company is required to keep under the Companies Act 2006. as soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. and give notice to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. using form PSC04.
If the transferor was a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. but as a result of the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. ceases to be one, you must amend their details in your The register of people with significant control that a company is required to keep under the Companies Act 2006. as soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. and give notice to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. using form PSC07.
You can file the forms online using the Companies House WebFiling facility (if your A private company limited by shares incorporated and registered in England and Wales. is registered for online filing), or otherwise by posting a copy of the relevant form(s) to The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public., Cardiff, CF14 3UZ. The forms should be filed within 14 days of the date you update your The register of people with significant control that a company is required to keep under the Companies Act 2006.. For guidance on how to update your The register of people with significant control that a company is required to keep under the Companies Act 2006., see Keeping a register of people with significant control of a company.
Failing to make the necessary filings, or failing to keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. up to date, can potentially attract a fine and constitutes an offence by both the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. who are at fault.
An individual In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.'s Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. transfer automatically to their An executor, administrator or other individual who is legally responsible for managing a person's property after they die. when they die, or to their A person to whom the assets and rights of a bankrupt are transferred, so that they can be managed and sold off to pay the bankrupt's creditors. if they become Bankruptcy is a legal status of a person or other entity that cannot repay debts to creditors. Bankruptcy is imposed by a court order, often initiated by the debtor.. This is known as transmission of Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. and the recipients are known as as transmittees. The action your A private company limited by shares incorporated and registered in England and Wales. needs to take is different from that involved in an ordinary The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift..
The process you must follow will depend on your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association. If you have The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., the proper process is:
Find out what the transmittee intends to do
Request documentation confirming the entitlement of the personal representative or A person to whom the assets and rights of a bankrupt are transferred, so that they can be managed and sold off to pay the bankrupt's creditors. to the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. (eg grant of The legal process of dealing with the estate of a recently deceased person.) and require them to notify your A private company limited by shares incorporated and registered in England and Wales. in writing whether they wish to become the registered holder of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , or intend to transfer the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. to someone else.
Your next steps will depend on the response:
Transmittee wishes to be registered as holder of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets.
If the transmittee gives written notice that they wish to be registered as the holder of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , simply enter their name on your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. (see Keeping a register of members for how to update your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration.). Note that the transmittee will not be a proper In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. until they are registered as one, so you must act promptly. Failure to do so is a criminal offence by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine.
You must check whether or not the transmittee will become a Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. (or Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.) of your A private company limited by shares incorporated and registered in England and Wales. if they elect to be registered as holder of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , for example if it will bring their total shareholding to over 25%. If they do newly qualify as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., or if they already qualified but the nature of their control has changed with the extra Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , you must amend your The register of people with significant control that a company is required to keep under the Companies Act 2006. to reflect the change. It is a criminal offence committed by your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. responsible to fail to keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. up to date, punishable by a fine. See How to identify and notify people with significant control of a company (PSCs) for how to tell if someone is a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. and how to check their details, together with templates of the correspondence you need for the process. See Keeping a register of people with significant control of a company for how to update your The register of people with significant control that a company is required to keep under the Companies Act 2006. to reflect the correct position.
Transmittee wishes to transfer the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. to someone else
If the transmittee indicates that they will transfer some or all of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. to others, they must then fill in a stock transfer form and everyone proceeds as if it were a normal sale by the original In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. (ie the person who is now deceased or Bankruptcy is a legal status of a person or other entity that cannot repay debts to creditors. Bankruptcy is imposed by a court order, often initiated by the debtor.) by following the process in Q&A 1.
Recognise the rights of the transmittee throughout
During the time that the transmittee holds the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , but before they have been registered as a member of the A private company limited by shares incorporated and registered in England and Wales. or have transferred the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. to someone else, the transmitee generally has the same rights as the original holder except that they cannot attend A meeting of the company's shareholders or members. or vote, whether at meetings or on a A procedure allowing private companies to pass a members' resolution without having to hold a general meeting. Copies of the resolution are circulated to each member in hard copy or electronic form, for the members to consider and return their agreement to the resolution if they so decide.. This means that, for example, you must send the transmittee notice of A meeting of the company's shareholders or members. or meetings of holders of their A group of shares with identical rights. Companies using the default model articles will only have one class of ordinary shares. If a company creates or issues shares with different rights (for example, non-voting shares) each type of share will form a separate class., even though they do not have a right to attend.
Note that the content here is only relevant if the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. are fully paid up at the time of transfer (ie the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. has paid your A private company limited by shares incorporated and registered in England and Wales. the full The fixed monetary value of a share. Every share in a limited company with share capital must have a fixed nominal value. of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. ).
The stock transfer form, also known as the J30 form, is the form which the transferring In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. fills in to complete a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift.. There is no universal template for a stock transfer form, and the format can vary slightly depending on the template used. For an example of a commonly used style, see Blank stock transfer form.
For a step-by-step guide to filling in the stock transfer form see Step-by-step guide to completing a stock transfer form.
Once the stock transfer form is completed, it must be sent by the transferee either to His Majesty’s Revenue and Customs. The government authority which oversees tax and customs. for payment of stamp duty, or to your A private company limited by shares incorporated and registered in England and Wales. if stamp duty is not payable. See Q&A 5 for guidance on stamp duty and the remainder of the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. process.
Your A private company limited by shares incorporated and registered in England and Wales. The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. do not have power to refuse a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. if everything is in order, unless they are given such power by your Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association.
If you have used the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. will have the discretionary power to refuse to register a The process used to change the legal ownership of shares, where the shares are sold or given as a gift..
In all cases, your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. must notify the proposed transferee of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. of their decision within two months of receiving the stock transfer form. Failure to respond is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine.
Your A private company limited by shares incorporated and registered in England and Wales. The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. need to consider three things when deciding whether to approve a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift.:
Check the paperwork is in order and stamp duty has been paid
Your A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.must check that:
the stock transfer form has been filled in properly, signed and dated (see Q&A 8 for how this form should be filled in);
the details on the stock transfer form match your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. (ie that the number and A group of shares with identical rights. Companies using the default model articles will only have one class of ordinary shares. If a company creates or issues shares with different rights (for example, non-voting shares) each type of share will form a separate class. being transferred actually belong to the seller);
the correct amount of stamp duty has been paid, or no stamp duty has been paid and the certificate has been properly completed and signed (see Q&A 5 for further guidance on stamp duty);
If your A private company limited by shares incorporated and registered in England and Wales. proceeds with registering a transfer where stamp duty has not been correctly paid, the In a company: A legally defined term used to refer to the directors, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. responsible can be fined up to £300;
the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. who wishes to transfer has a valid, original A certificate which a shareholder in a company is entitled to receive evidencing ownership of the shares they hold. .
If they do not, the A private company limited by shares incorporated and registered in England and Wales. should insist on the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. signing an An agreement that one party will compensate another on the occurrence of a specified event., which will protect the A private company limited by shares incorporated and registered in England and Wales. in the unlikely event of them attempting to transfer Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. which they do not hold (see Indemnity for lost share certificate for a template An agreement that one party will compensate another on the occurrence of a specified event. you can use if this is the case).
If there is an issue with any of the formalities above, in most cases it can easily be corrected by the A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.asking the transferee and/or transferor to take the necessary action so the transfer can be approved.
Check your The main rules on how a company is run. The articles include rules on the division of powers between directors and shareholders, the composition and operation of the board of directors and how directors’ and shareholders’ meetings are held.and An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run. do not prohibit the transfer
Your A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company. must make sure that the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. is permitted by your A private company limited by shares incorporated and registered in England and Wales. 's The main rules on how a company is run. The articles include rules on the division of powers between directors and shareholders, the composition and operation of the board of directors and how directors’ and shareholders’ meetings are held.and (if available) any An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run.. These may prohibit A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. transfers in certain circumstances. For example, they may state that Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. cannot be transferred unless they are first offered to existing In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. (called a right of pre-emption).
If the proposed The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. is not permitted by the Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares., your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. must not approve it and should not do so if prohibited under a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run..
Exercise any discretion granted by the Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association
Finally, your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. may give the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. broad discretion to refuse the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. for any reason. This is the case, for example, in the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company.. There is no power for your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. to block a transfer if your Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. do not permit it.
If your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. do have such a discretion, they must use it in To act in good faith means behaving fairly and openly, essentially playing fair. in the best interests of the A private company limited by shares incorporated and registered in England and Wales. having given consideration to the In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company.'s right to transfer their Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. . They must not allow their own personal opinions or preferences to affect their decision.
The discretionary power to refuse a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. is used sparingly in practice. Before doing so, your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. should give serious consideration to obtaining legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
Once the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. have considered these factors, they are in a position to decide whether the The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. should be approved or refused. See Q&A 10 for how to approve a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift., Q&A 11 for how to refuse a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. and Q&A 12 for the consequences of refusal.
If the checks in Q&A 9 have been completed and your A private company limited by shares incorporated and registered in England and Wales. The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are ready to approve a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift., they should do so formally by convening a A meeting of a company's directors. and passing a A formal decision made by the directors or members of a company, which binds the company once it is passed. to that effect.
For guidance on how to convene a A meeting of a company's directors., see How to make a board decision.
The A meeting of a company's directors. to approve and register a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. will usually be very straightforward. The The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. will simply agree to approve the transfer, resolve to update the A private company limited by shares incorporated and registered in England and Wales. 's A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., cancel the old A certificate which a shareholder in a company is entitled to receive evidencing ownership of the shares they hold. and issue a new A certificate which a shareholder in a company is entitled to receive evidencing ownership of the shares they hold. to the transferee. For template board Formal decisions made by the directors or members of a company, which bind the company once passed. to approve a The process used to change the legal ownership of shares, where the shares are sold or given as a gift. see:
To give legal effect to a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift., the A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. must always update the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. as soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. after the transfer is approved. Until the A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. is updated a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. is not legally completed, so you should act promptly. It is a criminal offence committed by your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault to fail to keep your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. up to date, punishable by a fine. For guidance on how to update your A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration., see Keeping a register of members.
You must also check whether or not the transferee will become a Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. (or Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list.) of your A private company limited by shares incorporated and registered in England and Wales. by virtue of the transfer of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , for example if the transfer will bring their total shareholding to over 25%. If they do newly qualify as a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list., or if they already qualified but the nature of their control has changed with the extra Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , you must amend your The register of people with significant control that a company is required to keep under the Companies Act 2006. as soon as Proportionate action in the circumstances - weighing up the benefit against the time, trouble and expense involved. to reflect the change. It is a criminal offence committed by your A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. responsible to fail to keep your The register of people with significant control that a company is required to keep under the Companies Act 2006. up to date, punishable by a fine. See How to identify and notify people with significant control of a company (PSCs) for how to tell if someone is a Person(s) with significant control. Most commonly, a person will have significant control over a company if they have more than 25% of the shares or voting rights, or are able to significantly influence or control the company in some way. A person is also a PSC of a company if they have the right to appoint or remove a majority of its board of directors. Finally, a person qualifies if they can significantly influence or control a firm or a trust which itself has one of the rights in this list. and what to do if they are one.
Our Share Transfer Toolkit contains all the documents a A private company limited by shares incorporated and registered in England and Wales. will need to properly approve and register a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift..
If your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. :
have the power to refuse a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. (to be found in your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association); and
want to refuse a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. for one of the reasons outlined in Q&A 9,
they must convene a A meeting of a company's directors. and actively resolve to refuse the transfer.
Your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. must make a decision to refuse within two months of receiving the stock transfer form, otherwise they lose the right to refuse. Additionally, failure to respond within two months (or to give reasons for a refusal within that time) is an offence committed by the A private company limited by shares incorporated and registered in England and Wales. and any In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. at fault, punishable by a fine.
For guidance on how to convene a A meeting of a company's directors. see.
The A meeting of a company's directors. to refuse a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. will involve your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. identifying their reasons for refusal and resolving to send notice of the refusal accordingly. The notice of refusal, including reasons, must be delivered to the buyer as soon as possible after the A meeting of a company's directors. (and at the latest within two months of the date the transfer was received by your A private company limited by shares incorporated and registered in England and Wales. ).
Although there is no legal obligation to notify the transferring In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of a refusal, in practice a A private company limited by shares incorporated and registered in England and Wales. will often do so, particularly as the transferor will remain the legal In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. if a transfer is refused (see Q&A 12). If your A private company limited by shares incorporated and registered in England and Wales. has The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., they require the stock transfer form be returned to the proposed transferee along with the notice of refusal. The The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. can only keep the transfer form if they suspect that the proposed transfer is fraudulent. If your A private company limited by shares incorporated and registered in England and Wales. has bespoke Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares., any other steps that are required by the Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. must be taken to complete the process.
Before exercising any discretion to refuse to register a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift., your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. should give serious consideration to obtaining legal advice. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
Where a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. has been lodged with your A private company limited by shares incorporated and registered in England and Wales. , but your A private company limited by shares incorporated and registered in England and Wales. has not registered it, from a legal perspective the transferring In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. remains the legal owner of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. they wish to transfer. The legal ownership of your A private company limited by shares incorporated and registered in England and Wales. 's Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. is only transferred when the transferee's name is entered into your A private company limited by shares incorporated and registered in England and Wales. 's A register which a company is required to keep containing particular details of each person who is a member of the company, including their name, address and date of registration. as the holder of the Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. .
Your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' decision to refuse a The process used to transfer legal ownership of shares from one member to another, where the shares are sold or given as a gift. may well be temporary, for example if they cannot approve it because some required formality has not yet been complied with such as the payment of stamp duty (see Q&A 9). In such cases, the transferee and/or transferor can simply take the necessary remedial steps (as specified by the A private company limited by shares incorporated and registered in England and Wales. in the notice of refusal) and then re-submit the transfer for approval and registration.