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?
An Amendment & Restatement Agreement is used when parties want to document amendments to a contract and to restate the contract, as amended, in full. They are used in particular for loan agreements and shareholders agreements
Use this document:
- for the amendment and restatement of a contract or agreement
- as an alternative to a standalone variation
- suitable for a contract governed by English law
What are the key features?
- 7 clauses and one schedule over 3 pages
- short form agreement
- agreement to amend and restate original contract or agreement
- amended and restated form of agreement to be set out in the schedule
What else do I need to know?
An Amendment & Restatement Agreement is one way in which the parties can amend an existing contract. The amendment can be:
- amendment to the terms and conditions of the contract
- amendment to introduce new parties to the agreement
An amendment to a contract can be done by documenting specific amendments to the contract in a contract variation agreement or a deed of amendment. If done this way, the original contract and variation document, read together, are the amended contract going forward.
An alternative to having to read two documents together (with the possibility of there being additional documents if further changes are made in the future) would be to replace the original contract in its entirety but in its amended form. This is achieved by what is known as “amending and restating” the original contract. By entering into an amendment and restatement agreement, the original contract is:
- amended by the agreement of the parties to the new form of the contract as amended and restated
- restated by the agreement of the parties to the original agreement being repeated (restated), as amended, by the amended and restated agreement
Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements. These types of arrangement are often renegotiated, amended and restated during the term of the loan or joint venture.
What other documents are available?
For a standalone contract variation for specific amendments to the contract, see
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Updated by a lawyer on 01/08/2024
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