The transfer of shares procedure entails having a stock transfer form signed then entries must be made in the Register of Transfers and Register of Members.
The old share certificates must be cancelled and new certificates issued under the company seal of the company. If the old share certificate is lost, then an indemnity has to be completed. The Company’s articles of association or the constitution must be inspected to see if there are any restrictions on the transfer of shares. The stock transfer form must then be sent for stamping by the Revenue Commissioners if the transfer value is in excess of €1,000 or the parties to the transfer are related by blood or marriage. The share transfer is subsequently recorded in the companies next annual return
- Completion of share transfer forms
- Completion of Revenue Commissioners form SD4
- Changes to be recorded in the Register of Transfers
- Changes to be recorded in the Register of Members
- Cancellation of old share certificates
- Issue of new Certificates under the Company Seal and signed by a director and company secretary
- Check the articles of association or the constitution to ensure there are no restrictions on
the transfer or issue of shares
- Should any restrictions be in place a special resolution will need to be passed and filed at
the Companies Registration Office
- Presentation of the share transfer(s) to the Revenue Commissioners for stamping
Form SD4 enable the Revenue Commissioners to assess the market value of the shares being transferred and establish the correct stamp duty to be paid. The Revenue Commissioners may request additional information, particularly when the change is between those related by blood or marriage.
If the value of the consideration of the share transfer is less than €1,000 and that parties subject to the transfer are not related by blood or marriage then the transfer is exempt from stamp duty.
Upon completion of the signed share transfer by the transferee the document should be forwarded to the person that maintains the share register of the company to record the transfer and make the necessary changes in respect of the share certificates.
We can attend to the secretarial requirements of share transfers, complete a share transfer or issue shares on your behalf.
We will require the following:
- Full name and address of the transferors and transferees
- How many and what type of shares are being transferred
- Share certificates for cancellation
- The Combined Company Register
- The Memorandum and Articles of Association from the Companies Registration Office
The market value of shares in a private company is an area that is open to interpretation, and for this reason, the Revenue Commissioners encourage the completion of a form SD4, when sending in stock transfer forms.
If the considered value of the share transfer is less than €1,000 and the transfer is between persons not related by blood or marriage it is not necessary to submit the documents to the Revenue Commissioners for stamping. However the share transfer documents should be retained to be recorded in the next annual return.
This form allows them to make an assessment of the value of the shares being transferred and ensure that the correct duty is being paid.