Board Minutes Approving a Share Transfer

Updated for 2014

In order for a shareholder to lawfully transfer his or her shares in a company, he or she must complete a stock transfer form, have it impressed with stamp duty (if required) and present it to the board of directors for approval.

Once received, the board will consider and, if appropriate, approve the share transfer. It will also update the statutory books of the company and authorise the issue of a new share certificate.

These board minutes deal with the approval of the share transfer, the updating of the share registers and the issue of a share certificate.

Further details are set out below.

See below for a full product description
 

In order to transfer shares in a company, it will be necessary to take the following steps:

(i) the transferor of the shares must complete and sign a stock transfer form;

(ii) if the market value of the shares being transferred or the consideration being paid for the shares is above €1,000, it will be necessary to pay stamp duty on the stock transfer form. Stamp Duty (at the date of writing) is currently chargeable at the rate of 1% of the higher of the consideration paid or the market value of the shares – provided the value is above €1,000; and

(iii) once stamped, or where the stock transfer form is exempt from stamping, it will then need to be presented to the board of directors of the company which must then approve the share transfer and authorise (i) the share transfer to be reflected in the statutory books (Register of Shareholders) of the company and (ii) the issue of revised share certificates to the then current shareholders. The board should not register the share transfer without first receiving either the original share certificate or, if it cannot be produced, an indemnity from the existing shareholder in order to allow the company issue a duplicate share certificate for the purposes of facilitating the transfer of the shares.

These board minutes deal with all the relevant aspects of part (iii) above.

This set of board minutes has been drafted by solicitors and is easy to complete. It comes complete with easy to understand guidance notes and instructions on completing the board minutes.



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