By
August 26, 2026
Can company shares be transferred to another person?
Yes. Shares in a UK private limited company can generally be transferred from one person to another. A shareholder may sell, gift or otherwise transfer some or all of their shares to another individual or organisation.
However, the transfer must follow the company’s articles of association, any shareholders’ agreement and the Companies Act 2006. Transfer restrictions, director approval, tax and record-keeping requirements may also apply.
A share transfer moves existing shares from one shareholder, known as the transferor, to another person, known as the transferee.
For example, a shareholder owns 100 ordinary shares representing 100% of a company. They transfer 30 shares to another person.
After the transfer:
A transfer changes ownership but does not normally change the company’s total issued share capital.
No.
A share transfer moves existing shares between people. It does not create additional shares.
A share allotment creates and issues new shares. This increases the company’s issued share capital and may dilute existing shareholders.
Form SH01 is used to report an allotment of new shares. It is not used for a standard transfer of existing shares.
Shares may generally be transferred to:
The recipient does not normally need to be a UK resident. However, legal, tax, regulatory and identity-verification requirements may apply.
Yes. A shareholder can transfer part of their holding.
For example, a shareholder with 1,000 ordinary shares could transfer 250 shares and retain 750.
The transferred shares must be identifiable by number, class and nominal value. The company’s articles may also restrict partial transfers or require approval.
Yes. A shareholder can sell their shares for an agreed price.
The parties should consider:
A formal share-purchase agreement may be appropriate for a significant sale.
Yes. Shares can be transferred as a gift without payment.
A gift may be made to:
The stock-transfer form should show that no consideration was paid.
Although no Stamp Duty is normally payable where no consideration is given, the gift may still have Capital Gains Tax, Inheritance Tax or employment-related tax consequences. Tax advice may be necessary.
Yes. A shareholder may transfer shares to a family member, subject to the company’s articles and any shareholders’ agreement.
The transfer may affect:
The family relationship does not remove the need to complete the transfer correctly.
Yes. A shareholder may transfer shares to another company, such as a newly created holding company.
This may be part of:
Corporate reorganisations can create significant tax and legal consequences. Professional advice should be obtained before transferring shares to another company.
Possibly. Many private companies’ articles give directors the power to approve or refuse the registration of a transfer.
The company should check:
The transferor and transferee cannot assume that signing a stock-transfer form automatically completes the company’s internal registration process.
A shareholders’ agreement or the articles may give existing shareholders the right to buy shares before they can be transferred to an outsider.
These are often called:
For example, a selling shareholder may need to offer their shares to the other shareholders at the same price before selling them to a third party.
These contractual transfer rights are different from the statutory pre-emption rights that may apply when a company issues new shares for cash.
Directors may be able to refuse registration if the articles give them that power.
Possible reasons include:
Directors must exercise their powers properly and for a legitimate purpose.
A typical private-company share transfer involves the following steps.
Check the articles of association, shareholders’ agreement and any investment or employee-share documents.
Identify:
The parties should agree:
A share-purchase agreement may be required for a substantial transaction.
Existing shareholders or directors may need to approve the transfer.
If pre-emption rights apply, the shares should first be offered through the required process.
The transferor normally completes and signs a stock-transfer form.
The form includes:
The form must accurately describe the transaction.
Stamp Duty may be payable when shares are purchased using a stock-transfer form and the consideration exceeds £1,000.
The usual rate is 0.5% of the consideration, rounded up to the nearest £5.
The stock-transfer form and payment must generally be sent to HMRC within 30 days of the form being signed and dated. HMRC guidance
If the consideration is £1,000 or less, an appropriate certificate may be required to claim the exemption. No Stamp Duty is normally due where the shares are transferred as a genuine gift with no consideration.
The company will normally require:
The directors then consider whether to register the transfer.
The directors should record their decision in board minutes or a written resolution.
If approved, the company updates its register of members by:
The transferee becomes the registered shareholder when entered in the company’s register of members.
The company should cancel or amend the transferor’s old certificate and issue:
Certificates following a transfer should generally be ready for delivery within two months after the transfer documents are lodged with the company.
The transfer may create, remove or change a person with significant control.
A person may qualify as a PSC if they:
The company must update and report PSC information where required.
A standard share transfer is not normally reported immediately using a separate Companies House transfer form.
Updated shareholder information is generally included in the company’s next confirmation statement. PSC changes must be reported through the applicable PSC procedure rather than waiting for the confirmation statement.
No. A standard stock-transfer form is not normally filed with Companies House.
It is retained with the company’s records after any Stamp Duty process has been completed.
Companies House learns about updated shareholder information through the confirmation statement. The company’s internal register of members remains the primary legal record of ownership.
A simple transfer between shareholders does not normally change the company’s total issued share capital.
The number, class and nominal value of the issued shares remain the same. Only the identity of the owner changes.
A transfer may still affect the shareholder information reported in the confirmation statement and the company’s PSC position.
Where Stamp Duty applies, it is normally charged at 0.5% of the consideration and rounded up to the nearest £5.
For example, shares purchased for £10,000 would usually produce Stamp Duty of £50.
Shares purchased for £1,050 would produce a calculation of £5.25, rounded up to £10.
Special rules, exemptions and reliefs may apply, so the specific transaction should be checked.
The purchaser is normally responsible for paying Stamp Duty on the share transfer.
The parties can agree who handles the administration, but the company should not register a chargeable transfer until the relevant Stamp Duty requirements have been satisfied.
Potentially. However, the transferee may become responsible for the unpaid amount attached to those shares.
The company should check:
Unpaid or partly paid shares should be transferred with particular care.
Yes, unless the articles, shareholders’ agreement or class terms restrict the transfer.
The transferee generally receives the rights attached to the shares, which may include:
The share class should be clearly identified on the transfer form and new certificate.
A transfer may involve:
The tax treatment depends on the parties, the price, the market value and the purpose of the transaction.
Shareholders and companies should avoid:
Yes, subject to the company’s transfer restrictions and approval procedures.
Yes. Shares can be gifted, although tax consequences may still arise.
Yes, subject to applicable company-law, tax, regulatory and compliance requirements.
No. The form is normally retained with the company’s records.
No. SH01 is used for newly allotted shares, not the transfer of existing shares.
The transferee becomes the registered shareholder when their name is entered in the company’s register of members.
Shares in a UK private limited company can generally be sold, gifted or transferred to another person or organisation.
The parties must check the articles and shareholders’ agreement, complete a stock-transfer form, deal with any Stamp Duty and obtain the necessary company approval. The company must then update its register of members, issue new share certificates and report relevant shareholder and PSC information.
Legal and tax advice may be appropriate for valuable shares, family gifts, employee transfers, corporate reorganisations or transactions involving complex share rights.
This article provides general information and does not constitute legal, tax or financial advice.
