The following Corporate Q&A provides comprehensive and up to date legal information covering:
We assume for the purposes of this response that you are referring to an unlisted public limited company with certificated shares.
A share for share exchange involves the selling shareholder exchanging its existing shares for new shares in a corporate buyer. The usual considerations in relation to private companies and public unlisted companies transferring shares and issuing new shares apply in relation to the transaction.
There are no additional legislative requirements for a share transfer by a public limited company to that for a private limited company. Public limited companies will of course have different articles of association to a private company, and these will need to be carefully examined for any specific restrictions in relation to transfer. Similarly, any shareholders’ agreement should be reviewed in a similar light.
The appropriate form of an instrument of transfer may vary, although that is not based on whether the company is private or public, but rather whether the shares are fully or partly paid up. The form that an instrument of transfer takes is governed by the Stock Transfer Act 1963 (STA 1963) and the articles of association of the company whose shares are being transferred. As the STA 1963 applies only to fully paid-up shares, the requirements of a company's articles of association as to the form of an instrument of transfer must be
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