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Change of Director or Shareholder

Change of Director or Shareholder

Once we’ve received due diligence on the  Directors  or Shareholders we can prepare all the corporate documents and arrange the filings with Companies House.

Change of Director

  • Resolutions/Minutes to authorise the change of director
  • Directors Resignation letter
  • Directors Consent to Act
  • Updated Register of Directors
  • TM01 & AP01 filing with Companies House

Change of Shareholder

  • Resolutions/Minutes to authorise the share transfer
  • Stock transfer form
  • Issuance/cancellation of Share Certificate
  • Updated Register of Members
  • PSC & Confirmation Statement filing with Companies House

Transfer Shares

  1. The seller of the shares completes and signs the stock transfer form
  2. Where necessary, the buyer signs the stock transfer form
    If required, the form is sent to HMRC for stamping and stamp duty is paid
  3. The company receives and checks the transfer documents
  4. The directors decide whether to approve the transfer and document their decision
  5. The company updates its statutory registers, cancels share certificate(s) and issues new certificate(s) required
  6. Either at the same time or later, the transfer is confirmed to Companies House as part of a confirmation statement

Seller of the shares completes The Stock Transfer form

The person selling the shares (often called the ‘transferor’) should complete their details on the stock transfer form, including their name and address as well as identifying the shares to be transferred, and then sign it.

The name and address of the person receiving the shares also need to be included, although the recipient will not normally need to sign the stock transfer form.

HMRC for stamping and stamp duty

Stamp duty is payable by the purchaser of the shares if the consideration value is more than £1,000.

If the transfer is exempt from stamp duty it must be certified and signed to that effect on the reverse of the stock transfer form. If the transfer is thus exempt and no stamp duty is payable.

Company receives the transfer documents

After the stock transfer form is completed, the stock transfer form together with the original share certificate should be forwarded to the company for registration.

Once the transfer is approved, the company should update its statutory registers as follows:

  • Cancel the entry in the register of members relating to the former shareholder. If only some of their shares have been transferred, the register will need to reflect their reduced shareholding;
  • Insert an entry in the register of members for the transferee and the shares transferred to them. Again, an existing entry may need to be updated if they were a shareholder in the company before the transfer; and
  • Make an entry in the register of transfers (if the company keeps one).

You’ll also need to update the share certificate position, which will include:

  • Cancelling the old share certificate;
  • Issuing a new share certificate to the new holder of the shares;
  • Where only some of the shares covered by the old share certificate have been transferred, issuing a new certificate for the balance of the shares being retained by the transferor; and
  • Updating the company’s log of share certificates in issue accordingly.

Confirmed to Companies House as part of a Confirmation Statement

Neither the stock transfer form nor the new share certificates need to be lodged with Companies House. There is also no requirement to inform Companies House of a share transfer at the time it takes place.

Instead, details of each transfer must be included in the company’s next confirmation statement which replaced the Annual Return.