Issuing (allotting) new shares
- Check the articles and any shareholders’ agreement for limits or procedures
- Respect existing shareholders’ pre-emption rights (offer them first) or get a waiver
- Pass the required resolution to allot
- Issue share certificates and update the register of members
- File form SH01 (return of allotment) at Companies House within one month
Issuing shares brings the money into the company — useful for bringing in an investor or a new working shareholder.
Transferring existing shares
- Buyer and seller complete a stock transfer form (J30)
- If the price is over £1,000, pay Stamp Duty at 0.5% to HMRC and get the form stamped
- The company approves the transfer as the articles require
- Update the register of members and issue a new certificate
- Report the change on the next confirmation statement (no separate CH form)
Transfers move money to the seller, not the company — the route for buying someone out or bringing a family member into the shareholding.
Watch the knock-on effects
- PSC changes — crossing 25% makes (or unmakes) a person with significant control, which must be filed
- Dividend rights — new shareholders share in future dividends; different share classes can be used for flexibility
- Tax — gifting or selling shares can trigger Capital Gains Tax and, between spouses or to employees, other rules; take advice on anything non-trivial
Get share changes done right
The paperwork is easy to get slightly wrong — and share history matters years later when you sell or restructure. We handle allotments, transfers and the register updates, and flag the tax. Call 0114 327 1480.