The process for making a share transfer is more complicated that it may originally appear. If it is to be carried out correctly then it involves more than merely signing a stock transfer form. Entries must be made in the Company’s Minute Book, Register of Members and Register of Transfers. The old share certificates must be cancelled, however, if the certificate is lost then an indemnity has to be completed. The new certificates will then be issued under the company seal. The Company’s Articles of Association must be examined to see if there are any restrictions on the transfer of shares. The stock transfer form must then be sent for stamping by the Revenue Commissioners, this is only the case if the transfer value is in excess of €1,000 or the parties to the transfer are related by blood or marriage. The company does not have to notify the CRO of share transfers at the time, this is because it will be recorded in the company’s next annual return.

Procedures required to transfer shares in a private company:

• Completion of share transfer forms
• Completion of Revenue Commissioners form SD4
• Changes to be recorded in the Company’s Minute Book
• Changes to be recorded in the Register of Members
• Changes to be recorded in the Register of Transfers
• Cancellation of old share certificates
• Issue of new Certificates under the Company Seal and signed by a director and company secretary
• Check the articles of association to ensure there are no restrictions on the transfer or issue of shares
• Should any restrictions be in place a special resolution will need to be passed and filed at the Companies Registration Office
• Presentation of the share transfer(s) to the Revenue Commissioners for stamping

Important points to note:
Form SD4 allows the Revenue Commissioners to evaluate the market value of the shares being transferred and determine the correct stamp duty amount to be paid. On occassion the Revenue Commissioners will request additional information, particularly when the change is between those related by blood or marriage, i.e. previous year’s accounts.
The transfer is exempt from stamp duty If the amount or value of the consideration of the share transfer is €1,000 or less and that parties subject to the transfer are not related by blood or marriage.
Once the share transfer has been signed by the transferee, the document should be forwarded to the person that maintains the share register of the company in order to record the transfer and make the necessary changes in respect of the share certificates.
If the value for the shares is found to be understated, the Revenue Commissioners have the power to impose surcharges. [Finance act 191 (Section 103)].

Fixed fee penalties and interest are charged for late payment of stamp duty:
If paid within 30 days of execution, there is no penalty, or Interest or Monthly % unpaid duty
If paid within 2/6 months of execution, there is a €25.40 penalty, and 10% Interest and Monthly % unpaid duty charge of 1.25%
If paid within 6/12 months of execution, there is a €25.40 penalty, and 20% Interest and Monthly % unpaid duty charge of 1.25%
If paid after 12 months of execution, there is a €25.40 penalty, and 30% Interest and Monthly % unpaid duty charge of 1.25%

COMPLETE A SHARE TRANSFER ON YOUR BEHALF

We can attend to the secretarial requirements of share transfers, complete a share transfer or issue shares on your behalf.

We will require the following:

• Full name and address of the transferors and transferees
• What type of shares and how many are being transferred
• Share certificates for cancellation
• A copy of the Combined Company Register and Minute Book
• A copy of the latest filed memorandum and articles of association or an instruction to obtain from the Companies Registration Office
• If the value given for the shares is subsequently found to be understated, the Revenue Commissioners have the power to impose surcharges.

It is of the utmost importance that your stock transfer forms are submitted as promptly and as precisely as possible. The market value of shares in a private company is a subject that is open to wide interpretation, it is this reason that the Revenue Commissioners greatly encourages the completion of the SD4 form when sending in stock transfer forms.
If the considered value of the share transfer is less than €1,000 and the transfer is between persons not related by blood or marriage it is not necessary to submit the documents to the Revenue Commissioners for stamping. However the share transfer documents should be retained to be recorded in the next annual return.
This form allows them to make an assessment of the value of the shares being transferred and ensure that the correct duty is being paid.

PRICE €199.99         ORDER FORM