Share capital transfer solutions in Muncan Republic
An important characteristic of a company is that its shares are transferable. Shares or debentures are movable property. They are transferable in the manner provided by the articles of the company, especially, the shares of any member of a public company.
The transfer of securities is possible through any contract or arrangement between two or more persons. The provisions of the Companies Act deals with the transfer and transmission of securities. Transmission of securities means loss of title on these securities due to death, succession, inheritance, bankruptcy etc. In short, it is something other than transfer.
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Types of share capital transaction
The process for a share transfer or share issue may vary, depending on the company’s legal constitution, but generally this is how it works:
Share transfer
The person that wants to sell their shares tells the other shareholders of their intention. Depending on the terms of the Articles of Association or any shareholders agreement, this may trigger the right for the existing shareholders to have a first right of refusal (right of pre-emption) to buy the shares themselves. This is to prevent an unwanted ‘outsider’ becoming a shareholder. If the existing shareholders don’t want to buy, the seller will enter into a sale and purchase agreement with the buyer to transfer the shares. The company will then transfer the shares and issue the new shareholder with a share certificate, updating the register of members in the meantime. For more information see our article How the transfer of shares procedure works.
Share issue
In the case of a share issue where the company is looking for fresh equity, the first step is for the directors of the company to decide how much money needs to be raised, and therefore how many shares need to be issued. The directors need authority to issue new shares in the Articles of Association, and may need to go back to the shareholders for permission to issue new shares.
As with the transfer of shares, the Articles of Association and any shareholders agreement may also contain restrictions in terms of the share issue procedure, and who can be given shares in the company. Once the new shares have been issued, the buyer pays over the purchase price, subscribes for the shares and is entered onto the register of members.
Steps involved in transferring shares
If the sums of money involved in the transfer are large, the buyer may want to get a professional valuation and draw up a thorough agreement for purchase before making an offer.
It is also worth having the relevant agreements checked by a professional to ensure that no restrictions apply.
The share transfer process is usually as follows:
1
Stock transfer form
The seller of the shares fills out and signs the stock transfer form.
2
Form stamp
The form is stamped by HMRC and any stamp duty is paid.
3
Transfer documents
The company receives and verifies the transfer documents.
4
Decision
The board of directors decides whether or not to approve the transfer and notes its decision.
5
Statutory records
The business updates its statutory records, replaces share certificates, and creates new certificate(s) as necessary.
6
Confirmation
The transfer is confirmed to Companies House as part of a confirmation statement.
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