Power of Attorney: share transfer

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.