A stock transfer form is the usual form for the transfer of shares in a private UK company. Section 770 of the Companies Act 2006 states that a company may not register a transfer of shares in the company unless a ‘proper instrument’ has been delivered to it or one of the exceptions set out in section 770 applies. Please see the section titled ‘Steps after completion of the stock transfer form’ below for more details on the registration.
A ‘proper instrument’ can take a variety of forms and may be subject to the company’s articles of association, but the most common form is the stock transfer form as set out in schedule 1 of the Stock Transfer Act 1963. This has been updated over the years and the J10 and J30 forms are now the most common versions of these.
Precedent Stock Transfer Forms
You are welcome to download for free the following precedents of the stock transfer form (which were last updated 6 April 2012):
Form J10 Stock Transfer Form – Form J10 is for the transfer of nil or partly paid shares. Both the transferor and the transferee are required to sign this form.
Form J30 Stock Transfer Form – Form J30 is for the transfer of fully paid shares. Only the transferor is required to sign this form.
These forms are in pdf format and require adobe acrobat to view.
Stamp Duty and the Stamp Duty Certificate
Stamp Duty is a statutory tax payable on certain documents, including on a transfer of shares by stock transfer form and, as at the date of writing, is chargeable on transactions where the consideration at a rate of 0.5% of the sale price (rounded up to the nearest £5). However, where the consideration is certified to be £1,000 or less, the instrument is exempt from stamp duty.
On 6 April 2012, HM Revenue & Customs added a new certificate to the reverse of the stock transfer form and this is reflected in the above documents.
HM Revenue & Customs provides guidance on the stamp duty on shares which can be found here.
Steps after completion of the stock transfer form
Once the stock transfer form has been completed and either stamped or certified as exempt from stamp duty, it will need to be delivered to the directors of the company for registration. The directors/company secretary will then need to update the register of members and the register of transfers to reflect the completed transfer (assuming they do not refuse to register the transfer). Until this has occurred, the legal title in the shares will not pass to the buyer and will still be owned by the seller. Please note that the register of members is the definitive document for ownership of the legal title to shares and not any document filed at Companies House or elsewhere.
Every company is required to maintain its statutory registers and this is something that Elemental CoSec can carry out on the company’s behalf, using our state of the art systems. This service is included within out company secretarial annual compliance service, details of which can be found here.
The information on this page is provided for general guidance only and no liability is accepted in respect of its use. If you use the provided forms without engaging us then you are responsible for completing the form and Elemental CoSec accepts no responsibility or liability for your use of the forms.