Transferring Shares in a UK Company

Overview of the Share Transfer Process

• Check the Articles of Association and Shareholders’ Agreement
  • May restrict or outline the process for share transfers
  • Could require board approval or offering shares to existing shareholders first (pre-emption rights)
  • If the company has adopted model articles without amendment, the directors technically have wide powers to reject a share transfer.
• Prepare a Stock Transfer Form (Form J30/J10)
  • J30 must be signed by the transferor
  • J10 must be signed by both the transferor and the transferee
  • Includes company name, number and class of shares, and consideration paid
  • There is no need to submit the stock transfer form to Companies House. This differs from a change in share capital (e.g. issuing new shares), which must be reported using a SH01 form within 30 days of the allotment.
• Pay Stamp Duty (if applicable)
  • Charged at 0.5% on the consideration if it exceeds £1,000 (rounded up to the nearest £5)
  • Stamp Duty, where applicable, is payable within 30 days of the date of the transfer
  • No stamp duty if the transfer is a gift or under £1,000
• Send Documents to the Company
  • Submit the signed stock transfer form and (if applicable) proof of stamp duty payment
  • Board must approve and register the transfer (subject to any restrictions)
• Update the Register of Members
  • Company must update its statutory register
  • Company must issue new share certificate(s) within 30 days of the date of the share transfer
  • Update the PSC register if ownership/control thresholds are crossed
• Tax Treatment
  • Is a share transfer the most suitable approach, or would a share issue achieve the intended outcome more effectively?
  • Could the transfer trigger Employment Related Securities (ERS) implications, particularly if the transferee is an employee or director?
  • Has the potential Capital Gains Tax (CGT) exposure for the transferor, and any Stamp Duty or income tax implications for the transferee, been fully assessed? CGT and income tax must be reported to HMRC through the Self Assessment tax return.

Specific Considerations for Transfers to a Spouse

• Tax Treatment
  • Capital Gains Tax (CGT): Treated as a no gain/no loss disposal (no CGT payable)
  • Income Tax: Spouse is taxed on dividends received, which may offer tax efficiency—advance tax planning is strongly recommended
• Ownership Structure
  • Spouse must genuinely own the shares and have rights to income and capital
  • Must not be a “settlement” arrangement intended purely to divert income
  • Dividends should be paid into the spouse’s own bank account—not a joint account or one not in their name
• Documentation
  • Same process as a general transfer

Specific Considerations for Transfers to a Non-Connected Person

• Tax Treatment
  • Treated as a disposal at market value for Capital Gains Tax (CGT) purposes, even if the shares are gifted or sold for less than their value
• Valuation
  • A professional share valuation may be required
  • HMRC may challenge undervaluation
• Business Asset Disposal Relief (BADR)
  • May reduce CGT if conditions are met (e.g. shares held for at least 2 years, and company is a trading company)

Other Considerations

• Pre-emption Rights
  • May require offering shares to existing shareholders before others
• Loss of Control
  • Transferring to a non-connected person may reduce voting power or influence
• Family Trusts or Minors
  • Transferring to a trust or minor involves additional tax and legal implications

How We Can Help

• Review your company’s Articles of Association and shareholders’ agreement to identify any restrictions or procedural requirements
• Advise on the tax implications of the transfer, including CGT consequences and eligibility for available reliefs
• Prepare or review stock transfer forms and supporting documents to ensure accuracy and compliance
• Determine whether Stamp Duty is due, calculate the correct amount, provide payment instructions, and submit the notification to HMRC
• Assist with statutory register updates and ensure Companies House filings are up to date
• Provide or coordinate share valuations where needed, to support tax reporting or withstand HMRC scrutiny
• Help structure the transfer efficiently to achieve your commercial or family objectives while minimising tax exposure
• Advise on dividend planning following a transfer to a spouse or family member

Considering transferring shares?

Get in touch—whether it’s part of succession planning, restructuring, or simply tidying up ownership. We’ll help you get it right and avoid surprises.

A word of caution: 

Share transfers—especially in close companies—can have unintended tax and legal consequences if carried out without proper advice. What seems like a straightforward gift or family arrangement can result in avoidable tax charges or disputes with HMRC. It’s always best to take advice before making any changes. Putting things right after the event is almost always more costly and time-consuming than getting it right from the outset, so we strongly recommend seeking advice before proceeding.

While every care and attention has been taken to ensure the accuracy of the information contained in this publication, it has been prepared in general terms and does not constitute advice. It should only be regarded as general guidelines. The information may change over time and is not a substitute for professional advice. Users are encouraged to verify the information independently or consult one of our qualified professionals at EOACC LTD for specific guidance. Any liabilities or losses arising, or enquiries raised by HM Revenue and Customs or any other parties, due to the taking or refraining of actions referred to in this publication are not the responsibility of EOACC LTD.