Share Transfer
Transferring shares between existing shareholders or to a new investor, with the instrument of transfer, board approval and register update the law requires.
A private company share transfer is executed using Form SH-4, the instrument of transfer, duly stamped and signed by both transferor and transferee, and submitted to the company along with the share certificate. The board then approves the transfer, updates the register of members, and issues a fresh share certificate to the transferee, subject to any restrictions in the articles such as a right of first refusal.
What our share transfer service covers
Making sure the transfer is valid, stamped and properly recorded.
- Checking the articles for transfer restrictions or pre-emption rights
- Preparing and stamping Form SH-4, the instrument of transfer
- Coordinating board approval of the transfer
- Updating the register of members and issuing a fresh share certificate
- Advising on valuation and tax implications of the transfer
- Handling transfers linked to a funding round or founder exit
What a valid share transfer needs
Missing any one of these can invalidate the transfer.
Instrument of Transfer
Form SH-4 must be properly executed and stamped before the company can act on it.
Board Approval
The board must approve and record the transfer at a duly convened meeting.
Register Update
The register of members must be updated to reflect the new shareholder.
Our process
From initial consultation to completion.
Restriction Check
Reviewing the articles for pre-emption rights or transfer restrictions that apply.
Instrument Execution
Preparing and stamping Form SH-4, signed by both parties.
Board Approval
Placing the transfer before the board for approval and recording.
Certificate & Register
Issuing a fresh share certificate and updating the register of members.
Why transfers need to be documented correctly
What sets our approach apart.
An unstamped instrument is invalid
Stamp duty on the transfer instrument must be paid at the applicable state rate for the transfer to be valid.
Articles can restrict who shares go to
A right of first refusal in the articles may require existing shareholders to be offered the shares first.
The register is the legal record of ownership
Until the register of members is updated, the transferee is not recognised as a shareholder by the company.
Share Transfer questions answered
What people ask before engaging us.
Transferring shares in your company?
We'll prepare the instrument of transfer and handle the board and register formalities.
