According to Regulation 80 of the Companies (General) Regulations, 2015, shares can be transferred from one person to another through a share transfer document duly executed by, or on behalf of the transferor and transferee. The transferor remains the holder of the shares concerned until the name of the transferee is entered in the Register as the shareholder.
A fee may not be charged by the company for registering any document of transfer or other document relating to or affecting the title to any share. The company may retain any document of transfer that is registered.
The member proposing to transfer any shares is required to give notice in writing to the Company that he desires to transfer the same. Such notice specifies the sum he or she gives as the fair value and constitutes the Company his or her agent for the sale to any member of the Company or person selected as aforesaid at the price so fixed or at the option of the purchaser, at the fair value to be fixed by the auditor.
Every instrument of transfer is lodged at the Company for registration accompanied by the certificate relating to the shares to be transferred and such other evidence as the Directors may require in relation thereto.
Regulation 81 of the Regulations provides that the Directors may decline to register any transfer unless:
- the share is fully paid;
- the document of transfer is lodged at the company’s registered office or another place that the directors have appointed;
- the document of transfer is accompanied by the certificate for the share to which it relates, or other evidence the directors reasonably require to show the transferor’s right to make the transfer, or evidence of the right of someone other than the transferor to make the transfer on the transferor’s behalf; or
- the transfer is in respect of one class of shares.
In any case where the directors refuse to register a transfer, the transferor or transferee may request a statement of the reasons for the refusal; and the directors are required to return the document of transfer to the transferor or transferee who lodged it unless the directors’ suspect that the proposed transfer may be fraudulent.
If the Directors refuse to register a transfer they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.
If a request for reasons for the refusal of registration of the transfer is made by a party, the directors are required to send the transferor or transferee who made the request a statement of the reasons for the refusal; or register the transfer within 28 days after receiving the request.
A certificate duly executed in accordance with section 37 of the Act specifying any shares held by a member is, in the absence of proof to the contrary, evidence of the member’s title to the shares as in section 495 of the Act.
In practice, the Companies Registry requires that the Share Transfer Deed uploaded into the BRS portal be one that is franked by the Land’s Registry. You will therefore need to present the signed Share Transfer Deed, Form D of the Stamp Duty Act and confirmation that the assessed Stamp Duty has been paid to the Land’s Registry for franking prior to uploading of these documents to Companies Registry BRS Portal.