Transfer shares in a limited company

Existing shares in a private limited company are usually transferred with a stock transfer form. The person giving up the shares (the transferor) signs it. The form, with the old share certificate, then goes to the company so it can update its register of members.

There is no Companies House form to file when shares change hands. That surprises a lot of people. Instead, the company records the transfer in its own register, and the new shareholder details are reported to Companies House with the next confirmation statement.

Before anything is signed, check the company's articles of association and any shareholders' agreement. They may give other shareholders first refusal, or need the directors to approve the transfer. Our form asks you to confirm that any required approvals have been obtained.

• The full name of the person transferring the shares, exactly as it appears in the register of members.
• The address of the person transferring the shares.
• The full name and address of the person receiving the shares.
• The exact security description, class, nominal denomination/currency, number and fully-paid status, checked against the actual holding.
• The amount being paid for the shares in pounds. Enter £0 if the shares are a gift.
• Whether the instrument is an unsigned draft or already executed. Only an executed instrument has an actual signing date; provide both sides with genuine signatures and any applicable certificate.
• The actual complete current register of members, share certificate/title evidence, articles and applicable shareholders agreement, approval and authority records. A public shareholder or PSC list alone is insufficient.
• Confirmation that the transfer follows the articles and that any director or member approvals are in place.

The standard stock transfer form is often called form J30. HMRC do not issue stock transfer forms. They are available from company registrars, brokers, lawyers and accountants, and we prepare one for you as part of this service.

The form records the company, the shares, the consideration (what is paid), the transferor and the transferee. Certificate 1 is used where consideration is £1,000 or less and the transfer is not part of a larger transaction or series exceeding £1,000. Certificate 2 covers certain exempt or non-chargeable transfers. No consideration needs neither certificate; a relief claim has a separate HMRC process.

Check every detail before signing. A wrong share class or number of shares can mean the company cannot register the transfer as it stands.

See also: how to complete a J30 stock transfer form

If more than £1,000 is paid for the shares through a stock transfer form, Stamp Duty is due. The rate is 0.5%, rounded up to the nearest £5. For example, £1,050 of consideration gives £5.25, which rounds up to £10. For £20,000 it would be £100.

The buyer must send a copy of the signed and dated form to HMRC's Stamp Office and pay the duty within 30 days of the form being signed and dated. If the deadline falls on a weekend or bank holiday, payment must reach HMRC by the previous working day. HMRC take payment by bank transfer only, not cheque. Paying late can lead to a penalty, interest or both.

Consideration is not only cash. It can include other shares or taking on a debt. If anything other than money is given for the shares, choose the review route in our form so it can be checked first.

Where the consideration is £1,000 or less, and the transfer is not part of a larger deal worth more than £1,000, there is no Stamp Duty to pay. If certificate 1 on the back of the form is completed, you will not usually need to send the form to HMRC.

Shares given as a gift, with nothing paid in money or anything else, are free of Stamp Duty. HMRC say you do not need to send the documents to them where no consideration is given.

No Stamp Duty does not mean no tax. Gifts to a spouse or civil partner you live with are normally free of Capital Gains Tax. For gifts to anyone else, the normal Capital Gains Tax rules apply, usually using the market value of the shares. If a gift could leave someone with a tax bill, take tax advice before signing. We do not give tax advice.

The company must update its register of members with the new shareholder's name, address, the shares held and the date they became a member. By law, it must register the transfer, or give notice of refusal, as soon as practicable and within two months of the transfer being lodged. The transferee should get a new share certificate.

At the next confirmation statement, report the shareholder change so the public record matches the register. The transfer does not change the statement of capital, because no new shares are created. It only changes who holds them.

If the transfer means someone now holds more than 25% of the shares or voting rights, moves into a different band above that, or drops to 25% or below, the people with significant control (PSC) information has changed. The company must confirm the PSC change and tell Companies House within 14 days of confirming it. Companies no longer have to keep their own local PSC register. A new PSC must also verify their identity with Companies House and provide their personal code within the 14-day period that applies to them. These are separate filings and are not included in this service.

See also: File the shareholder change on your confirmation statement · Who counts as a person with significant control · Add a new PSC after a share transfer

The transfer is not completed by us submitting a form to Companies House, because no such form exists. It is completed when the documents are properly signed, any Stamp Duty is dealt with and the company registers the transfer.

1. Find your company and enter who is transferring, who is receiving, the share class, the number of shares and the price, if any.
2. Upload the actual current members register, share certificate/title records, articles and approvals so we can check the holding, fully-paid status and signing authority.
3. Tell us whether this is an unsigned draft or an already signed instrument. We check the exact signing authority and any required certificate; no signing date is assumed. We prepare ordinary paperwork for approval, while Stamp Duty and specialist cases remain separate review.
4. After signing, the company updates its register of members and issues a new share certificate.

• Missing the 30-day window to send the form and pay Stamp Duty on a transfer over £1,000.
• Rounding Stamp Duty to the nearest £5 instead of always rounding up.
• Forgetting that taking on a debt or swapping shares can count as consideration.
• Skipping pre-emption rights or director approval required by the articles.
• Not updating the register of members, so the company's own records are wrong.
• Forgetting the PSC update when someone crosses the 25% line.
• Assuming a gift is tax-free because no Stamp Duty is due.