Transfer of shares is where an existing holder of share(s) transfers some or all of their shares to another shareholder or to a third party.
Subject to any restrictions in the company’s constitution, a member may transfer all or any of his or her shares in the company by a stock transfer form or any other form which the directors of the company may approve.
The stock transfer form shall be executed by or on behalf of the transferor, unless the if the share concerned is not fully paid, the form shall be executed by or on behalf of the transferor and the transferee.
The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof.
Power to Decline a Transfer
The directors of a company may in their absolute discretion and without assigning any reason for doing so, decline to register the transfer of any share.
The directors’ power to decline to register a transfer of shares shall cease to be exercisable on the expiry of 2 months after the date of delivery to the company of the instrument of transfer of the share. The 2 month expiry is an optional provision so the constitution of the company should be reviewed.
If the directors refuse to register a transfer they shall, within 2 months after the date on which the transfer was lodged with the company, send to the transferee notice of the refusal.
Stamp Duty
Stamp Duty is payable on the transfer of shares being 1% of the consideration or market value of shares. There is a stamp duty exemption if the consideration or market value of shares is less than €1,000
If Pay Stamp Duty is payable it must be processed in ROS and a stamping certificate issued.
How Can CLS Help
We can arrange for the stock transfer form, board minutes, share certificates and updating the statutory register and processing the stamp duty in ROS. If you require assistance with a transfer of shares please contact one of the team on 059 9186776 or send us an email.
Please Note:
Our CLS Insights aims to bring you practical information and news on Company Law and Company Secretarial. We cover the topics that matter to your business and give practical tips and also the benefit our experiences. Please remember this article is a guide and legal advice should always be obtained. If you have any queries please contact one of the team and we would be happy to help.
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