Form of transfer of shares
Form of transfer of shares

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Form of transfer of shares
  • Legal title and equitable title
  • The need for an instrument of transfer
  • The form of an instrument of transfer
  • Completing a stock transfer form
  • Summary of stock transfer form requirements relating to consideration
  • Execution of a stock transfer form
  • Loss of a stock transfer form
  • Procedure for registering a transfer and the power to refuse registration

There are a number of circumstances in which shares in a company may be transferred, eg upon a sale of the shares, through the transmission of the shares by operation of law (eg upon the death or bankruptcy of a shareholder), by gift or upon the enforcement of a charge. It is most common for shares to be transferred upon a sale. A sale of shares will normally take place pursuant to the terms of a share purchase agreement or an option agreement.

A company may also buy back its own shares. For further information on share buybacks, see Practice Note: Share buybacks—a quick guide.

This Practice Note focuses on the transfer of the legal title in certificated shares upon a sale that is not a share buyback. For information about certificated shares, see Practice Note: Transfer of shares—law and procedure.

The transfer of shares in a listed company, an AIM company or a company with securities that are traded on any exchange is outside the scope of this Practice Note.

Legal title and equitable title

An unconditional contract for the sale of shares in a company (which will include an executed instrument of transfer) that is capable of being enforced by specific performance transfers the equitable title (sometimes referred to as the beneficial interest) to those shares to the transferee if it