To transfer shares in a limited company you complete a stock transfer form — form J30 for fully paid shares — pay Stamp Duty if the consideration is over £1,000, and have the company update its register of members. The step directors rarely expect: nothing is filed at Companies House on the day the transfer happens. The register of members is the legal record of who owns the shares, and the change only reaches the public register at the company's next confirmation statement. Stamp Duty is charged at 0.5% of what the buyer pays, rounded up to the nearest £5, and where duty is due the form must reach HMRC's Stamp Office with payment within 30 days of it being signed and dated. Before any of that, read the company's articles of association: they may require the shares to be offered to existing shareholders first, and may require the directors to approve the transfer.
The rules here are set by HMRC and Companies House and sourced to gov.uk. A share transfer can carry legal and tax consequences for both sides, so this is general guidance for directors — not legal or tax advice.
What actually has to happen
A share transfer is a private transaction that the company then records. No regulator approves it and no form goes anywhere on the day — part of why so many get done badly. Five things have to happen, in this order.
Check the articles of association. They may require the shares to be offered to existing shareholders first, and may require director approval. Do this before a price is agreed.
Agree the price and complete the stock transfer form. Form J30 covers fully paid shares. The transferor signs and dates it, and it records who is selling, who is buying, the company, the shares and the price.
Pay Stamp Duty if the consideration is over £1,000. Send a copy of the signed form to HMRC's Stamp Office and pay within 30 days of the date it was signed, or penalties may apply (gov.uk).
The company updates its register of members and issues a new share certificate. This is the step that moves ownership on the company's own records — and the one most often skipped.
Report the change on the next confirmation statement. That is where the new shareholding becomes visible on the public register (gov.uk).
That order matters more than the paperwork does: a price agreed before anyone has read the articles is a price that may not survive them. Our free guide covers the register of members and the rest of the records a director is responsible for keeping.
The J30 is a single-page stock transfer form for fully paid shares, and by default it is not filed anywhere — it is completed, signed and kept by the company. Where the shares are only partly paid, form J10 is used instead, because the buyer signs too: they take on the outstanding liability to pay the company the rest of the share price.
Six pieces of information go on the form. The company name and the class and number of shares identify exactly what is moving — "500 ordinary £1 shares", not "half the company" — and should match the company's statement of capital. The transferor is the current holder, named as they appear in the register of members; the transferee is the buyer, with the name and address that will go into it.
The consideration is what is actually being paid: it sets the Stamp Duty position and it is the figure both sides are held to. Last come the transferor's signature and the date, which starts the 30-day Stamp Duty clock — so don't leave the date blank or backdate it. The seller's original share certificate should come back to the company to be cancelled and replaced.
Stamp Duty: when you pay and how much
Stamp Duty on a share transfer is 0.5% of the consideration, rounded up to the nearest £5, and it applies only where the transaction is for more than £1,000 (gov.uk). It is charged on what the buyer gives, not on what the shares might theoretically be worth. The rounding is what catches people out, so here is how it behaves around the threshold.
What the buyer pays
Stamp Duty due
£1,000 or less
None — and nothing is sent to HMRC
More than £1,000
0.5% of the consideration, rounded up to the nearest £5
£1,050 (gov.uk's own worked example)
0.5% = £5.25, which rounds up to £10
That last row is gov.uk's example rather than ours, and it shows the rounding working against you. Where duty is due, send a copy of the completed form to HMRC's Stamp Office — by email to stampdutymailbox@hmrc.gov.uk, or by post to the Stamp Office address given on that gov.uk page — and pay within 30 days of the form being signed and dated.
Where the price is not an arm's-length one — shares moving between family members, or a director buying in at a nominal figure — the number in the consideration box has consequences beyond Stamp Duty, including possible Capital Gains Tax for the seller. Go Limited is not an accountancy practice or a law firm, so that is a conversation to have before the form is signed. We can match you with a partner accountant who deals with share transfers.
Under £1,000, there is no Stamp Duty — but there is still paperwork
Plenty of transfers are for a nominal £1 or a few hundred pounds, and there the Stamp Duty question answers itself: duty applies only above £1,000, so at or below that figure nothing is due and nothing goes to HMRC at all (gov.uk).
The mistake is what gets concluded from that. "No duty" is read as "no paperwork", and the transfer is treated as settled by a handshake and a bank payment. It isn't. The stock transfer form still has to be completed, signed and dated, the company still has to enter the new holder in its register of members and issue a certificate, and the change still has to be reported on the next confirmation statement. The only step that falls away is the one involving HMRC. A no-duty transfer with no updated register exists in nobody's records — exactly the problem that surfaces years later, when the company is sold or a lender asks who owns it.
What you file, and where
Nothing goes to Companies House on the day of the transfer. There is no form to submit, no fee to pay and no filing deadline attached to the transfer itself (gov.uk). For a new director or a first-time buyer that is genuinely surprising — a change of ownership feels like something that ought to be registered the moment it happens, and it isn't.
What happens instead is that the company records the transfer in its own register of members. That register, held by the company rather than by Companies House, is the legal record of who owns the shares, and it is the document anyone asks for first in a sale, a dispute or a due diligence exercise.
The public register catches up later, through the confirmation statement — the annual filing that confirms the company's shareholders and its statement of capital (gov.uk). Our explainer on what a confirmation statement is sets out what it covers, and what happens when one is overdue covers the cost of letting it slide.
So there is a gap, often months, in which the buyer owns the shares on the company's register while Companies House still shows the seller. That gap is normal. A register that was never updated at all is not — the ownership then has no record anywhere, and the next confirmation statement will confirm something untrue.
Check the articles first: pre-emption rights
Read the articles of association before a transfer is agreed. Many contain pre-emption rights, meaning shares must be offered to the existing shareholders before they can go to an outsider, usually on set terms and within a set period. Many also give the directors power to approve a transfer — or to refuse to register it.
Neither is a formality. A transfer made in breach of the articles can be challenged, and the company can decline to enter the buyer in the register of members — leaving someone who has paid for shares they cannot prove they own. We can't tell you what your own articles say and we won't guess: they are specific to your company, and where the wording isn't clear that is a question for a solicitor.
So: read the articles, follow any offer process they set out, record the directors' approval in board minutes where approval is needed, then complete the form. Our guide to dividend vouchers and board minutes covers how those records should look.
Buying a ready-made company is a share transfer
If you have bought an off-the-shelf company, you have already been through this — possibly without noticing. A ready-made company is one that was registered and then kept dormant, and ownership moves to you by exactly this mechanism: the existing shareholder signs a stock transfer form putting the shares into your name, and the company records you in the register of members. Our explainer on what an off-the-shelf company is covers what you are buying.
That transfer runs alongside two other changes — you are appointed as a director, and the company is usually renamed to something you want to trade under, a separate process set out in our guide to changing your limited company name. Where the shares change hands at a nominal value, the £1,000 threshold means no Stamp Duty arises, but the register still has to show you as the holder. You can see the ready-made companies we hold on our off-the-shelf companies page.
A share transfer takes ten minutes to sign and lasts for years in the records — and it is the records, not the transaction, that you will be judged on. Our free guide walks through the registers and filings a director owns, share transfers included.
How do I transfer shares in a limited company?
Check the articles for pre-emption rights and any director-approval requirement, agree a price, then complete a stock transfer form — J30 for fully paid shares. If the consideration is over £1,000, send a copy to HMRC's Stamp Office with the duty within 30 days of signing. The company then updates its register of members, issues a new share certificate, and reports the change on its next confirmation statement.
What is a J30 form?
A J30 is the stock transfer form used to move fully paid shares from one person to another. It records the transferor, the transferee, the company, the class and number of shares, the consideration, and the transferor's signature and date. For partly paid shares, form J10 is used instead, because the buyer also signs to take on the remaining liability.
Do I have to tell Companies House when shares are transferred?
Not on the day. A share transfer is not filed at Companies House when it happens — the company records it in its own register of members, the legal record of ownership. The change reaches the public register at the next confirmation statement, which confirms the company's shareholders and statement of capital.
Do I pay Stamp Duty on a share transfer?
Only where the consideration is over £1,000. Above that it is 0.5% of what the buyer pays, rounded up to the nearest £5. gov.uk's own worked example is a £1,050 purchase: 0.5% is £5.25, which rounds up to £10. At or below £1,000 no duty is due and nothing goes to HMRC — but the form and the register still have to be dealt with.
Can the directors refuse to register a share transfer?
They can where the articles of association give them that power, and many do. The articles may also require the shares to be offered to existing shareholders first. A transfer made in breach of them can be challenged — so read the articles before anything is agreed, and take legal advice if the wording isn't clear.
[…] founders reach for it when a co-founder, an investor or a key hire is joining. The alternative — transferring existing shares instead — moves ownership between people and puts any payment in the seller's pocket, not the […]
To transfer shares in a limited company you complete a stock transfer form — form J30 for fully paid shares — pay Stamp Duty if the consideration is over £1,000, and have the company update its register of members. The step directors rarely expect: nothing is filed at Companies House on the day the transfer happens. The register of members is the legal record of who owns the shares, and the change only reaches the public register at the company's next confirmation statement. Stamp Duty is charged at 0.5% of what the buyer pays, rounded up to the nearest £5, and where duty is due the form must reach HMRC's Stamp Office with payment within 30 days of it being signed and dated. Before any of that, read the company's articles of association: they may require the shares to be offered to existing shareholders first, and may require the directors to approve the transfer.
The rules here are set by HMRC and Companies House and sourced to gov.uk. A share transfer can carry legal and tax consequences for both sides, so this is general guidance for directors — not legal or tax advice.
What actually has to happen
A share transfer is a private transaction that the company then records. No regulator approves it and no form goes anywhere on the day — part of why so many get done badly. Five things have to happen, in this order.
Check the articles of association. They may require the shares to be offered to existing shareholders first, and may require director approval. Do this before a price is agreed.
Agree the price and complete the stock transfer form. Form J30 covers fully paid shares. The transferor signs and dates it, and it records who is selling, who is buying, the company, the shares and the price.
Pay Stamp Duty if the consideration is over £1,000. Send a copy of the signed form to HMRC's Stamp Office and pay within 30 days of the date it was signed, or penalties may apply (gov.uk).
The company updates its register of members and issues a new share certificate. This is the step that moves ownership on the company's own records — and the one most often skipped.
Report the change on the next confirmation statement. That is where the new shareholding becomes visible on the public register (gov.uk).
That order matters more than the paperwork does: a price agreed before anyone has read the articles is a price that may not survive them. Our free guide covers the register of members and the rest of the records a director is responsible for keeping.
The J30 is a single-page stock transfer form for fully paid shares, and by default it is not filed anywhere — it is completed, signed and kept by the company. Where the shares are only partly paid, form J10 is used instead, because the buyer signs too: they take on the outstanding liability to pay the company the rest of the share price.
Six pieces of information go on the form. The company name and the class and number of shares identify exactly what is moving — "500 ordinary £1 shares", not "half the company" — and should match the company's statement of capital. The transferor is the current holder, named as they appear in the register of members; the transferee is the buyer, with the name and address that will go into it.
The consideration is what is actually being paid: it sets the Stamp Duty position and it is the figure both sides are held to. Last come the transferor's signature and the date, which starts the 30-day Stamp Duty clock — so don't leave the date blank or backdate it. The seller's original share certificate should come back to the company to be cancelled and replaced.
Stamp Duty: when you pay and how much
Stamp Duty on a share transfer is 0.5% of the consideration, rounded up to the nearest £5, and it applies only where the transaction is for more than £1,000 (gov.uk). It is charged on what the buyer gives, not on what the shares might theoretically be worth. The rounding is what catches people out, so here is how it behaves around the threshold.
What the buyer pays
Stamp Duty due
£1,000 or less
None — and nothing is sent to HMRC
More than £1,000
0.5% of the consideration, rounded up to the nearest £5
£1,050 (gov.uk's own worked example)
0.5% = £5.25, which rounds up to £10
That last row is gov.uk's example rather than ours, and it shows the rounding working against you. Where duty is due, send a copy of the completed form to HMRC's Stamp Office — by email to stampdutymailbox@hmrc.gov.uk, or by post to the Stamp Office address given on that gov.uk page — and pay within 30 days of the form being signed and dated.
Where the price is not an arm's-length one — shares moving between family members, or a director buying in at a nominal figure — the number in the consideration box has consequences beyond Stamp Duty, including possible Capital Gains Tax for the seller. Go Limited is not an accountancy practice or a law firm, so that is a conversation to have before the form is signed. We can match you with a partner accountant who deals with share transfers.
Under £1,000, there is no Stamp Duty — but there is still paperwork
Plenty of transfers are for a nominal £1 or a few hundred pounds, and there the Stamp Duty question answers itself: duty applies only above £1,000, so at or below that figure nothing is due and nothing goes to HMRC at all (gov.uk).
The mistake is what gets concluded from that. "No duty" is read as "no paperwork", and the transfer is treated as settled by a handshake and a bank payment. It isn't. The stock transfer form still has to be completed, signed and dated, the company still has to enter the new holder in its register of members and issue a certificate, and the change still has to be reported on the next confirmation statement. The only step that falls away is the one involving HMRC. A no-duty transfer with no updated register exists in nobody's records — exactly the problem that surfaces years later, when the company is sold or a lender asks who owns it.
What you file, and where
Nothing goes to Companies House on the day of the transfer. There is no form to submit, no fee to pay and no filing deadline attached to the transfer itself (gov.uk). For a new director or a first-time buyer that is genuinely surprising — a change of ownership feels like something that ought to be registered the moment it happens, and it isn't.
What happens instead is that the company records the transfer in its own register of members. That register, held by the company rather than by Companies House, is the legal record of who owns the shares, and it is the document anyone asks for first in a sale, a dispute or a due diligence exercise.
The public register catches up later, through the confirmation statement — the annual filing that confirms the company's shareholders and its statement of capital (gov.uk). Our explainer on what a confirmation statement is sets out what it covers, and what happens when one is overdue covers the cost of letting it slide.
So there is a gap, often months, in which the buyer owns the shares on the company's register while Companies House still shows the seller. That gap is normal. A register that was never updated at all is not — the ownership then has no record anywhere, and the next confirmation statement will confirm something untrue.
Check the articles first: pre-emption rights
Read the articles of association before a transfer is agreed. Many contain pre-emption rights, meaning shares must be offered to the existing shareholders before they can go to an outsider, usually on set terms and within a set period. Many also give the directors power to approve a transfer — or to refuse to register it.
Neither is a formality. A transfer made in breach of the articles can be challenged, and the company can decline to enter the buyer in the register of members — leaving someone who has paid for shares they cannot prove they own. We can't tell you what your own articles say and we won't guess: they are specific to your company, and where the wording isn't clear that is a question for a solicitor.
So: read the articles, follow any offer process they set out, record the directors' approval in board minutes where approval is needed, then complete the form. Our guide to dividend vouchers and board minutes covers how those records should look.
Buying a ready-made company is a share transfer
If you have bought an off-the-shelf company, you have already been through this — possibly without noticing. A ready-made company is one that was registered and then kept dormant, and ownership moves to you by exactly this mechanism: the existing shareholder signs a stock transfer form putting the shares into your name, and the company records you in the register of members. Our explainer on what an off-the-shelf company is covers what you are buying.
That transfer runs alongside two other changes — you are appointed as a director, and the company is usually renamed to something you want to trade under, a separate process set out in our guide to changing your limited company name. Where the shares change hands at a nominal value, the £1,000 threshold means no Stamp Duty arises, but the register still has to show you as the holder. You can see the ready-made companies we hold on our off-the-shelf companies page.
A share transfer takes ten minutes to sign and lasts for years in the records — and it is the records, not the transaction, that you will be judged on. Our free guide walks through the registers and filings a director owns, share transfers included.
How do I transfer shares in a limited company?
Check the articles for pre-emption rights and any director-approval requirement, agree a price, then complete a stock transfer form — J30 for fully paid shares. If the consideration is over £1,000, send a copy to HMRC's Stamp Office with the duty within 30 days of signing. The company then updates its register of members, issues a new share certificate, and reports the change on its next confirmation statement.
What is a J30 form?
A J30 is the stock transfer form used to move fully paid shares from one person to another. It records the transferor, the transferee, the company, the class and number of shares, the consideration, and the transferor's signature and date. For partly paid shares, form J10 is used instead, because the buyer also signs to take on the remaining liability.
Do I have to tell Companies House when shares are transferred?
Not on the day. A share transfer is not filed at Companies House when it happens — the company records it in its own register of members, the legal record of ownership. The change reaches the public register at the next confirmation statement, which confirms the company's shareholders and statement of capital.
Do I pay Stamp Duty on a share transfer?
Only where the consideration is over £1,000. Above that it is 0.5% of what the buyer pays, rounded up to the nearest £5. gov.uk's own worked example is a £1,050 purchase: 0.5% is £5.25, which rounds up to £10. At or below £1,000 no duty is due and nothing goes to HMRC — but the form and the register still have to be dealt with.
Can the directors refuse to register a share transfer?
They can where the articles of association give them that power, and many do. The articles may also require the shares to be offered to existing shareholders first. A transfer made in breach of them can be challenged — so read the articles before anything is agreed, and take legal advice if the wording isn't clear.
){kind=link}
1 Comments
How to Issue New Shares in a Limited Company
October 8, 20269:10 am
[…] founders reach for it when a co-founder, an investor or a key hire is joining. The alternative — transferring existing shares instead — moves ownership between people and puts any payment in the seller's pocket, not the […]