Transferring Company Shares

The transfer of shares procedure entails having a stock/share transfer form signed then entries must be made in the Register of Transfers and Register of Members.

The Company’s articles of association or the constitution must be inspected to see if there are any restrictions on the transfer of shares.

The old share certificates must be cancelled and new certificates issued under the company seal. 

If the old share certificate is lost, then an indemnity has to be completed.

The share transfer form must then be sent for stamping by the Revenue Commissioners if the transfer value is in excess of €1,000 or the parties to the transfer are related by blood or marriage.

If the value of the consideration of the share transfer is less than €1,000 and that parties subject to the transfer are not related by blood or marriage,  the transfer is exempt from stamp duty.

The share transfer is subsequently recorded in the companies next annual return

Share Transfer process

• Completion of share transfer forms
• Completion of Revenue Commissioners form SD4
• Changes to be recorded in the Register of Transfers
• Changes to be recorded in the Register of Members
• Cancellation of old share certificates
• Issue of new Certificates under the Company Seal and signed by a director and company secretary
• Check the articles of association or the constitution to ensure there are no restrictions on the transfer or issue of shares
• Should any restrictions be in place a special resolution will need to be passed and filed at the Companies Registration Office
• Presentation of the share transfer(s) to the Revenue Commissioners for stamping

Form SD4 enable the Revenue Commissioners to assess the market value of the shares being transferred and establish the correct stamp duty to be paid. The Revenue Commissioners may request additional information, particularly when the change is between those related by blood or marriage.