Form of transfer of shares

The following Corporate practice 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
  • Stamp duty
  • Consideration money
  • Name of undertaking
  • Description of security
  • Number or amount of shares, stock or other security
  • More...

Form of transfer of shares

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. For more information about the transmission of shares, see Q&A: Can personal representatives transfer shares in a company without a grant of probate?

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 could be a duly executed instrument of transfer, such as a stock transfer form, or

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