Power of Attorney: share transfer
Power of attorney for a transferring shareholder to appoint the transferee as its attorney pending registration of the share transfer.
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When do I use this document?
- in conjunction with a transfer of shares
- when stamp duty is payable on the share transfer
- to enable the transferee to vote and exercise other shareholder rights pending the registration of the share transfer
- if applicable, as a document delivered at completion of a Share Purchase Agreement
What are the key features?
- different forms of power of attorney, depending on whether the transferor is an individual or a company
- appointment of either an individual or a company as the attorney
- irrevocable appointment given by way of security
What else do I need to know?
If a share transfer involves consideration exceeding £1,000, stamp duty will be payable to HMRC and HMRC will need to confirm that the stamp duty has been paid. This stamping process typically takes a few weeks and involves payment of the stamp duty and submission of the stock transfer by email to HMRC for HMRC to confirm the payment.
Until the stamping process is completed, the transferor will remain on the company’s register of members as the registered shareholder of the transferred shares. As the registered shareholder, the transferor is legally entitled to exercise the rights attached to the shares, including receiving notices of meetings, voting the shares and receiving dividends.
The transferee of shares may require the transferor to appoint the transferee as the transferor’s attorney in relation to the shares. This allows the transferee to exercise the share rights pending the transferee being registered as the holder of the transferred shares.
When do I use this document?
- where an individual’s personal service company has been appointed to act as a consultant
- for the individual to give direct legal undertakings to the client
What are the key features?
- legally binding undertakings from the individual which owns the service company to the client
- undertakings relating the following matters:
- continued ownership of the service company by the individual
- availability of the individual to perform the services
- performance of the Consultancy Agreement by the service company
- continued employment of the individual by the service company
- ownership of intellectual property in materials/work product generated during the consultancy
What else do I need to know?
This is a Side letter to a consultancy agreement where the consultant is an individual’s personal service company. Under the side letter, the individual gives undertakings to the client regarding the personal service company and compliance with the consultancy agreement. This letter is for use in conjunction with a Consultancy Agreement between the client and the individual’s service company.
A Consultancy Agreement may be for the appointment by the client of an individual’s personal service company. The service company agrees to provide consultancy services to the client, which will be carried out by the individual.
The individual is not a party to the Consultancy Agreement itself, which is between the client and the service company.
To help ensure that the individual will be available to provide the services and responsible for the performance of the Consultancy Agreement by the service company, the client will often require a letter from the individual to the client under which the individual will enter into legally binding undertakings directly with the client.
More information about consultancy agreements
What other documents are available?
For a form of consultancy for a service company on a time basis, see
For a form of consultancy agreement with a service company on a project basis, see
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Updated by a lawyer on 01/08/2024
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