Board minutes: share transfer approval

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?

• • 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

• Board minutes – share issue