Last updated on October 9th, 2015 at 10:54 am
The following link takes you to a standard stock transfer form in word format that can be used for a UK private limited company when an existing shareholder wants to transfer the legal title of the shares to a new shareholder:
To complete the form you need to fill in details of the consideration. For stamp duty purposes, where anything other than cash consideration is given, the information provided must be detailed enough for HMRC to determine the stamp duty payable. Where there is no consideration you can enter “Nil”. Where the form asks for the name of the undertaking this is the company which the shares relate to. For the description of the security you need to enter the class and number of shares being transferred. Then enter the name and address of the registered holder making the transfer who also signs the form in the box below. Details of the person who the shares are being transferred to are inserted underneath this.
Either of the certificates on the second page of the stock transfer form need to be completed by the transferor where the transfer is exempt from stamp duty. If no consideration at all, or anything below £1,000, is given then the form does not need to be sent to HMRC for stamping and can just be kept with the company’s records.
The usual procedure is that once payment has been made for the shares, the stock transfer form will be executed by the transferor and delivered to the transferee, together with the share certificate. For larger transactions this exchange and completion will normally be managed by solicitors and the transfer will also be subject to a detailed share purchase agreement governing the deal, including warranties and indemnities in the buyer’s favour. The transferee pays the 0.5% stamp duty due and the company enters the details of the new shareholder in the internal register of members.
For a more detailed review of the process and main points to note when selling and transferring shares in a UK private company, please see this post.
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