GK
PROCEDURE PLAN
Transfer of shares
Board meeting
How transfer? s544 – in accordance with that company’s articles
Call MA 9: Any director or authorised company secretary can call
Apply to facts
Notice MA 9: Notice must be given to each director, wherever he is, and need not be in writing.
Contents must include MA9(2): Proposed date and time, location, how the directors will communicate if not
in same place.
The notice itself must be reasonable which is what is usual (Re Homer)
Apply to facts – if small company, what is usual is often same day
Interest s177: Interested directors must make a declaration
Apply to facts and look to exemptions – if directors already aware s177(6)(b)
MA14: Interested directors do not count in quorum nor can they vote
Apply to facts – even if didn’t make declaration won’t be able to count/vote - only for resolutions
they’re interested in
MA14(4)(b): permitted cause – buying shares in own company or its subsidiary – does this apply?
Quorum MA11: Any two of the directors
Is this going to be satisfied? Do we know who is attending?
Say we need at least X and Y – take into account interests – say bare minimum
Resolutions 1 MA26: BR to approve registration
Directors have discretion regarding registration – power to veto
Must make this decision within a reasonable time – 2 month limit
Can refuse SEE WS12 notes for more details
2 MA3: Authorise execution of and issue new share certificate
Voting MA7: Show of hands by simple majority – more than 50%
State how the decision would pass with what exact directors are needed
MA13: If deadlock, Chair can use their casting vote
Is there a chair? Remember that, practically, avoid doing this – too authoritative
Admin s248/MA15: Directors board minutes/written record of each BR must be kept for 10 years at company’s
registered office or SAIL
Must send share certificate with new shareholder’s name to new shareholder within 2 months (s769)
Enter name on Register of Members within 2 months (s771)
Notify Registra of Companies on confirmation statement CS01 of change in composition of membership
Amend PSC register if needs be (over 25%)
File form PSC01/2 if needs be – individual/a company if needs be; PSC04 if existing shareholder band
goes up >50 >75%; PSC07 ceases to be PSC
Buyer will
Pay for shares – arrange for money to be transferred
Pay stamp duty (5% if shares sold for more than £1,000) Stamp Act 1981
o Consider whether buyer is exempt, i.e. under s42 FA 1932 will be exempt when from the same
group of companies
Likely n/a: Possibly also execute stock transfer form (unlikely if MAs)
Send stock transfer form and share certificate to company (directors) – request registration of the
transfer of shares
Seller will
Complete and sign (execute) stock transfer form (may also have a contract dealing with this which would
have to be signed)
Hand stock transfer form with share certificate to the buyer
1
PROCEDURE PLAN
Transfer of shares
Board meeting
How transfer? s544 – in accordance with that company’s articles
Call MA 9: Any director or authorised company secretary can call
Apply to facts
Notice MA 9: Notice must be given to each director, wherever he is, and need not be in writing.
Contents must include MA9(2): Proposed date and time, location, how the directors will communicate if not
in same place.
The notice itself must be reasonable which is what is usual (Re Homer)
Apply to facts – if small company, what is usual is often same day
Interest s177: Interested directors must make a declaration
Apply to facts and look to exemptions – if directors already aware s177(6)(b)
MA14: Interested directors do not count in quorum nor can they vote
Apply to facts – even if didn’t make declaration won’t be able to count/vote - only for resolutions
they’re interested in
MA14(4)(b): permitted cause – buying shares in own company or its subsidiary – does this apply?
Quorum MA11: Any two of the directors
Is this going to be satisfied? Do we know who is attending?
Say we need at least X and Y – take into account interests – say bare minimum
Resolutions 1 MA26: BR to approve registration
Directors have discretion regarding registration – power to veto
Must make this decision within a reasonable time – 2 month limit
Can refuse SEE WS12 notes for more details
2 MA3: Authorise execution of and issue new share certificate
Voting MA7: Show of hands by simple majority – more than 50%
State how the decision would pass with what exact directors are needed
MA13: If deadlock, Chair can use their casting vote
Is there a chair? Remember that, practically, avoid doing this – too authoritative
Admin s248/MA15: Directors board minutes/written record of each BR must be kept for 10 years at company’s
registered office or SAIL
Must send share certificate with new shareholder’s name to new shareholder within 2 months (s769)
Enter name on Register of Members within 2 months (s771)
Notify Registra of Companies on confirmation statement CS01 of change in composition of membership
Amend PSC register if needs be (over 25%)
File form PSC01/2 if needs be – individual/a company if needs be; PSC04 if existing shareholder band
goes up >50 >75%; PSC07 ceases to be PSC
Buyer will
Pay for shares – arrange for money to be transferred
Pay stamp duty (5% if shares sold for more than £1,000) Stamp Act 1981
o Consider whether buyer is exempt, i.e. under s42 FA 1932 will be exempt when from the same
group of companies
Likely n/a: Possibly also execute stock transfer form (unlikely if MAs)
Send stock transfer form and share certificate to company (directors) – request registration of the
transfer of shares
Seller will
Complete and sign (execute) stock transfer form (may also have a contract dealing with this which would
have to be signed)
Hand stock transfer form with share certificate to the buyer
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