First of all, are you sure it’s a share transfer you need? If you want to give shares to a co-founder or team member, and your company doesn’t yet have investors, it might be easier to create new shares for them instead of transferring yours. If you’re not sure what to do, hit the chat button to message us.
It’s easy to do a share transfer on SeedLegals. Our service costs £290 + VAT - with unlimited help included - but you can get started for free.
You’ll only need to pay for a share transfer if you need the legal documents. If you want to use Share Transfer
to update your cap table to show a transfer you’ve already done, or do a transfer that doesn't need any documents, it's free of charge. See: How do I show an existing share transfer on my SeedLegals cap table?
- Get started
Log in and go to Shares > Share Transfers > New Share Transfer
- Enter the transfer details
Follow the prompts. First, select the Seller, who must be an existing shareholder in your cap table. Then select the Buyer - you can choose from your existing shareholders or set up the person or company as a new SeedLegals user. The Buyer can’t be your company because this requires a different procedure called a share buyback.
- Generate the documents
All the documents are automatically filled with the Seller and Buyer’s details.
- Share Purchase Agreement
- Preemption Notice
You only need this if other shareholders have preemption rights.
- Deed of Adherence
You only need this if the buyer is not already a shareholder
- Board Resolution
- J30 Form
- Send shareholders the Preemption Notice
You only need to do this if you have shareholders with preemption rights on a share transfer (different to preemption rights on allotment). If you’re not sure, just ask us.
- Sign the Share Purchase Agreement
You can ignore this document if you are giving away your shares for free
- Sign the Deed of Adherence
The Deed brings your new shareholder within the terms of your existing Shareholders Agreement. Because it’s a deed, it must be witnessed - here’s how. You can ignore this document if the buyer is an existing shareholder.
- Get board approval
Get your board to approve the Board Resolution. This is the permission you need for the transfer.
- Sign the J30 Form
The share transfer goes into your next annual Confirmation Statement (CS01). You don’t need to file any of the share transfer documents now.
- Approve the transfer
When all the documents are signed, hit Approve share transfer - this applies the transfer to your cap table.
- Sign and send the new Share Certificate
The share transfer annuls (make invalid) the share certificate of the original shareholder and creates a new Share Certificate for the incoming shareholder.
If the new shareholder paid more than £1,000 for the shares, then they’re probably liable to pay stamp duty. For full details including how to pay, read this page on the gov.uk website