Board minutes: share transfer approval
Minutes for a meeting of the board of directors of a company to approve the transfer of shares in a private limited company.
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When do I use this document?
- for a meeting of the board of directors to approve the transfer of shares in the company
- for a company incorporated in England and Wales
- in conjunction with [COM001.001 Waiver of pre-emption rights – share transfer], [COM002.001 Indemnity for lost share certificate] and [COM004.001 Deed of Adherence – share transfer]
What are the key features?
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- declaration of directors’ interests (if applicable)
- resolutions to approve the share transfer, issue of new share certificate(s) and changes to the company’s PSC register
What else do I need to know?
Board approval of share transfers
Following receipt of a proper share transfer instrument, the directors of a company either register the transfer of shares or refuse to do so. Whether the directors have the right to refuse a share transfer depends on the company’s Articles of Association and, if applicable, the company’s Shareholders Agreement.
If the company has adopted the Model Articles for private limited companies without amendment, the directors may refuse to register a share transfer.
Additionally, the Articles of Association and Shareholders Agreement may contain provisions which either restrict or regulate share transfers. These should be checked before executing and delivering a share transfer to the board of directors for approval.
To approve the transfer, the board will require the following documents:
- a stock transfer form signed by the transferring shareholder (the transferor) and, if the shares are not fully paid, the recipient of the transfer (the transferee)
- the original share certificate for the shares being transferred in the name of the transferor. This certificate may also cover shares which are not being transferred
- if the transferor has lost or destroyed the share certificate, an indemnity for lost share certificate in favour of the company, signed by the transferor
If stamp duty is payable on the share transfer, the approval of the share transfer (and registration of the transferee in the register of members of the company as the registered holder of the shares transferred) will be conditional on the delivery to the company of the stamped stock transfer form. If a share transfer is for consideration exceeding £1,000, stamp duty will be payable to HMRC and HMRC will need to confirm that the stamp duty has been paid before the share transfer can be registered.
A transfer of shares may result in a change to the identity of shareholders who are registered on the company’s PSC Register. The board minutes should provide for the transferor to cease to be a PSC, and for the transferee to become a PSC, in relation to the company and for the transferor and the transferee to notify the company in writing to this effect.
What other documents are available?
For a form of board minutes to approve the allotment of new shares, see
When do I use this document?
- for the novation of a contract or agreement
- for a new party to replace one of the original parties to the contract
- where the other original party to the contract consents to the novation
- for a contract governed by English law
What are the key features?
- 9 clauses over 3 pages
- agreement in the form of a Deed of Novation
- wording for replacement party to become party to the novated contract
- alternative wording depending on whether the replaced party will be discharged from:
- all liability under the contract from its commencement
- liability under the contract from the date of novation
- indemnity from the new party in favour of the replaced party for failure to perform the novated contract
What else do I need to know?
A novation agreement template is used where the original parties to the agreement have agreed that a new party should replace one of them and assume the obligations and liabilities of the replaced party.
Novation is an alternative to assignment – assignment of a contract can only apply to the benefit of a contract, which are the rights of a party under the contract. The burden of a contract (the party’s performance obligations) cannot be assigned under English law. If one party wants to transfer both the benefit and the burden of a contract, the contract will need to be novated.
Under a novation, the contract is effectively replaced with a new contact and the new party to the contract is treated as an original party to the contract in place of the departing party. Novation requires the consent of the remaining original party to the contract and is documented in a novation agreement or deed of novation between the three parties.
Under the novation agreement:
- the original parties to the agreement agree that the new party takes the place of one of the original parties
- the new party agrees to perform the obligations of the replaced party and the remaining party agrees to accept the new party’s undertaking to perform these obligations
- the new party can either agree to be liable for all the obligations of the replaced party from the start of the agreement or only for its own performance obligations from the date of novation
What other documents are available?
For a template contract assignment, see
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Updated by a lawyer on 23/07/2025
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