A more recent version of these Transfer Of Shares 1 notes – written by Cambridge And Oxilp And College Of Law students – is available here.
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Work Shop 7 Transfer of Shares
Transfer of Shares Procedure for the Transfer of Shares [use with Procedure documents]
1. Shares are transferred if the shareholder who owns them, sells them or gives them to another person p208
2. Under CA 2006 s.544 transfer of Shares is made in accordance with the Co.'s Articles. Thus, Check Articles to see if there is any restriction on transferring shares
3. Under CA ss.770-772/TA23/MA26 transferor completes and signs stock transfer form (STF)(need not be witnessed) one STF per transfer and even if it is a gift
4. The STF and old share certificate (s.768) is given to the transferee who need not sign it unless shares are partly-paid under:
? TA24 The transferee needs to sign
? MA have not provision on transferee signature but it is good practise to have them sign (if certificate is lost then, as members must be registered in Co.'s Register of Members under s.112(2), the Register is sufficient evidence of share ownership) (Uncertificated shares = electronic shares)
5. The transferee pays for the shares and gets the STF stamped by the company and pays SDLT if:The value of the shares exceeds PS1,000 (therefore, not PS1,000 exactly)( if transfer below PS1000 SDLT Exempt)0.5% on the consideration, rounded to the nearest PS5 (e.g. if SDLT is
PS230.50p it is rounded up to PS235)But No SDLT if the shares are giftedBut No SDLT (Intergroup Transfer) i.e. if transfer of assets between Co.s of the same group
6. Transferee sends his stamped STF and old share certificate to the company to ask for registration
7. Company will approve the transfer (but may not be obliged under the Articles (see Ds' refusal to register below))
8. Company updates the register of members (CA s.771) and (CA s.112)
9. Company issues new share certificate in transferee's name within 2 months (CA s.776(1))
10. Company notifies Companies House of all the changes in membership on Form AR01 in their annual return
NOTE There is no statutory pre-emption regime (But articles of the company may provide pre-emption rights)
Transmission of Shares death/bankruptcy)p209?
(aka automatic transfer)(upon
By operation of law, the shares vest automatically in his PRs (or trustees in bankruptcy s306 IA) (MA27 / TA29) PRs and Trustees are not the legal owners because names are not on the register of members 1
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