Shares can be transferred subject to the Companies Act, the company’s Memorandum and Articles and any valid unanimous shareholder agreement. A private company can impose restrictions on transfers that do not apply in the same way to freely transferable listed securities.
General process
A transfer commonly involves:
- reviewing transfer restrictions;
- agreeing the sale or transfer;
- preparing the prescribed share-transfer instrument;
- obtaining any required company or regulatory approval;
- paying applicable taxes or charges;
- obtaining a board decision where required;
- updating the shareholder register;
- recording the transfer with OCR through CAMIS.
OCR’s company-administration guidance lists the share purchase/sale instrument, board decision, updated shareholder register, identification of the new shareholder and regulator consent where applicable among the documents relevant to share-transfer recording.
Regulated companies
Banks, insurers, foreign-invested companies and other regulated entities can require approval from an additional authority.