Do I need to notify Companies House when shares are transferred?

You do not normally notify Companies House immediately when existing shares are transferred between shareholders.

The company must update its own register of members when the transfer is completed. The updated shareholder information is then usually reported to Companies House through the company’s next confirmation statement.

However, any resulting change to the company’s people with significant control must be reported separately.

Is a Share Transfer Filed With Companies House?

A stock transfer form is not normally filed with Companies House.

Instead, it is delivered to the company so that the directors can:

• Check the transfer documents
• Approve the transfer where required
• Update the register of members
• Cancel the seller’s share certificate
• Issue a new certificate to the buyer
• Update beneficial ownership and PSC records

The company should retain the stock transfer form with its records.

When Is the New Shareholder Reported?

The company normally reports changes to its shareholders on its next confirmation statement.

The confirmation statement includes information about:

• The company’s shareholders
• The shares held by each shareholder
• The company’s statement of capital
• The classes of shares in issue

If the company wants the updated shareholder information to appear sooner, it may be able to file an early confirmation statement.

When Does the Buyer Become a Shareholder?

The buyer normally becomes the legal shareholder when their name is entered in the company’s register of members.

Signing the stock transfer form or paying the purchase price does not, by itself, always complete the transfer of legal membership.

The company’s register should be updated without waiting for the next confirmation statement.

Do PSC Changes Need to Be Reported Separately?

Yes. A transfer may change who qualifies as a person with significant control, or PSC.

A person may qualify if they:

• Own more than 25% of the shares
• Control more than 25% of the voting rights
• Can appoint or remove a majority of directors
• Otherwise exercise significant influence or control

PSC changes must be reported separately to Companies House within the applicable deadline. The company should not wait until its next confirmation statement.

Do I Need to File Form SH01?

No. Form SH01 is used when a company issues or allots new shares.

It is not normally used when existing shares are transferred from one shareholder to another.

A transfer changes ownership but does not alter the total number of shares issued by the company.

Does HMRC Need to Be Notified?

HMRC may need to receive the stock transfer form where Stamp Duty is payable.

Stamp Duty is generally due when:

• Existing 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. Payment and the required documents must normally be sent to HMRC within 30 days of the form being signed and dated.

Different rules or exemptions may apply to gifts and certain reorganisations.

What Records Must the Company Update?

After approving the transfer, the company should update:

• Its register of members
• Share certificate records
• The seller’s and buyer’s holdings
• PSC information where affected
• Beneficial ownership records
• Any internal capitalisation schedule
• Its next confirmation statement

Board minutes should record approval of the transfer where the articles require director approval.

Can I Notify Companies House Immediately?

There is no standard standalone Companies House form for reporting an ordinary transfer of existing shares.

If the shareholder information needs to appear on the public register before the normal filing date, the company can consider filing an early confirmation statement.

PSC changes should be filed separately and promptly.

Share-Transfer Reporting Checklist

After transferring shares:

• Complete the stock transfer form
• Deal with Stamp Duty where applicable
• Obtain required board approval
• Enter the buyer in the register of members
• Cancel or replace share certificates
• Update PSC information where necessary
• Report PSC changes separately
• Include the new shareholder information in the next confirmation statement
• Keep the transfer documents with the company records

Final Thoughts

An ordinary share transfer does not normally require an immediate filing with Companies House. The company must update its register of members and report the new shareholder information in its next confirmation statement.

If the transfer changes the company’s PSCs, those changes must be reported separately within the required deadline.

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