Issue or transfer company shares

What's included

• Check of your articles and any shareholders' agreement
• Advice on pre-emption rights and directors' authority to allot
• Board and shareholder resolutions for a new issue
• Form SH01 (return of allotment) filed with Companies House
• Stock transfer form (J30) prepared for a transfer
• Guidance on whether stamp duty is payable
• Register of members updated
• New share certificates (PDF)A document for each shareholder showing how many shares they own. You'll often need it to open a bank account or prove ownership.
• PSC register review if control changes

Who needs this service

Shares change in two different ways, and the paperwork for each is different:

• Share issue (allotment): the company creates new shares and gives them to a new or existing shareholder, usually in return for money. The total number of shares goes up.
• Share transfer: an existing shareholder sells or gives their shares to someone else. The total number of shares stays the same.

The £150 price covers one issue or one transfer. If you are doing several at once, ask us for a combined quote.

Issuing new shares

1. We check your articles of association. Directors need authority to allot shares, and existing shareholders often have pre-emption rights — a right to be offered new shares first. These may need to be disapplied by special resolution.
2. We prepare the board resolution and any shareholder resolutions.
3. The new shareholder pays for the shares.
4. We file form SH01 (return of allotment of shares) with Companies House. It must be filed within one month of the allotment and includes an updated statement of capital.
5. We update the register of members and issue share certificates.

Transferring existing shares

1. We check your articles and any shareholders' agreement for transfer restrictions, such as other shareholders' rights to buy first or the directors' right to approve a new shareholder.
2. We prepare a stock transfer form for the seller and buyer to sign.
3. The directors approve the transfer and we update the register of members.
4. We issue a new share certificate to the buyer and cancel the old one.

A share transfer is not filed with Companies House at the time. The new shareholder appears on the public register when the company files its next confirmation statement.

Stamp duty on share transfers

When shares are bought with a paper stock transfer form, the buyer usually pays stamp duty at 0.5% of the price, rounded up to the nearest £5. No stamp duty is due if the price is £1,000 or less. Where it is due, the form must be sent to HMRC's Stamp Office and the duty paid within 30 days of signing. Gifts and some other transfers can be exempt. We tell you which applies, but for unusual cases ask an accountant.

Updating the PSC register

If a share issue or transfer means someone now holds more than 25% of the shares or votes — or no longer does — the register of people with significant control must be updated and Companies House told within 14 days. New PSCs must also verify their identity with Companies House. As a Companies House ACSP, we can complete that check for them.

What you need to provide

• Names and addresses of everyone receiving shares
• Number and class of shares, and the price paid per share
• For a transfer: the seller's details and a copy of the existing share certificate
• Copies of any shareholders' agreement

Common mistakes

• Issuing shares without checking pre-emption rights
• Missing the one-month SH01 deadline
• Not paying stamp duty on a transfer over £1,000
• Forgetting to update the PSC register when control changes
• Not issuing new share certificates

Need extra certificates? See Share Certificates. Board decisions can be recorded with our Resolutions and Minutes service.

Frequently asked questions

Related services